EXHIBIT 10.2
GREER STATE BANK
EMPLOYEE INCENTIVE STOCK OPTION PLAN
1. PURPOSE.
The purpose of this Employee Incentive Stock Option Plan (the "Plan")
is to give officers and executive personnel ("key employees") of GREER STATE
BANK, a bank organized under the laws of the State of South Carolina ("Bank"),
an opportunity to acquire shares of the common stock of the Bank ("Common
Stock"), to provide an incentive for key employees to continue to promote the
best interests of the Bank and enhance its long-term performance, and to provide
an incentive for key employees to join or remain with the Bank and its
subsidiaries.
2. ADMINISTRATION.
(a) BOARD OF DIRECTORS. The Plan shall be administered by the Board
of Directors of the Bank (the "Board"), which, to the extent it shall determine,
may delegate its powers with respect to the administration of the Plan (except
its powers under Section 11(c) to a committee (the "Committee") appointed by the
Board and composed of not less than three members of the Board. If the Board
chooses to appoint a Committee, references hereinafter to the Board (Except in
Section 11(c)) shall be deemed to refer to the Committee. Notwithstanding the
preceding provisions of the Section, no member of the Board may exercise
discretion with respect to, or participate in, the administration of the Plan,
if, at any time within one year prior to such exercise or participation, he or
she has been eligible for selection as a person to whom stock may be allocated
or to whom stock options may be granted pursuant to the Plan or any other plan
of the Bank or any affiliate thereof entitling the participants therein to
acquire stock, stock options or stock appreciation rights of the Bank or of any
of its affiliates.
(b) POWERS. Within the limits of the express provisions of the Plan,
the Board shall determine: (i) the key employees to whom awards hereunder shall
be granted, (ii) the key employees to whom awards hereunder shall be granted,
(ii) the time or times at which such awards shall be granted, (iii) the form
and amount of the
awards, and (iv) the limitations, restrictions and conditions applicable to any
such award. In making such determinations, the Board may take into account the
nature of the services rendered by such employees, or classes of employees,
their present and potential contributions to the Bank's success and such other
factors as the Board in its discretion shall deem relevant.
(c) INTERPRETATIONS. Subject to the express provisions of the
Plan, the Board may interpret the Plan, prescribe, amend and rescind rules and
regulations relating to it, determine the terms and provisions of the
respective awards and make all other determinations it deems necessary or
advisable for the administration of the Plan.
(d) DETERMINATIONS. The determinations of the Board on all
matters regarding the Plan shall be conclusive. A member of the Board shall
only be liable for any action taken or determination made in bad faith.
(e) NONUNIFORM DETERMINATIONS. The Board's determinations under
the Plan, including without limitation, determinations as to the persons to
receive awards, the terms and provisions of such awards and the agreements
evidencing the same, need not be uniform and may be made by it selectively
among persons who receive or are eligible to receive awards under the Plan,
whether or not such persons are similarly situated.
3. AWARDS UNDER THE PLAN.
(a) FORM. Awards under the Plan may be granted in the form of
Incentive Stock Options as described in Section 4.
(b) MAXIMUM LIMITATIONS. The aggregate number of shares of Common
Stock available for grant under the Plan is Thirty Thousand Shares (30,000),
subject to adjustment pursuant to Section 7. Shares of Common Stock issued
pursuant to the Plan may be either authorized but unissued shares or shares now
or hereafter held in the treasury of the Bank. In the event that, prior to the
end of the period during which Incentive Stock Options may be granted under the
Plan, any Incentive Stock Option under the Plan expires unexercised or is
terminated, surrendered or cancelled without being
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exercised, in whole or in part, for any reason, the number of shares
theretofore subject to such Incentive Stock Option, or the unexercised,
terminated, forfeited or unearned portion thereof, shall be added to the
remaining number of shares of Common Stock available for grant as an Incentive
Stock Option under the Plan, including a grant to a former holder of such
Incentive Stock Option, upon such terms and conditions as the Board shall
determine, which terms may be more or less favorable than those applicable to
such former Incentive Stock Option.
(c) TEN PERCENT SHAREHOLDER. Notwithstanding any other
provisions herein contained, no key employee may receive an Incentive Stock
Option under the Plan if such employee, at the time the award is granted, owns
(as defined in Section 425(d) of the Internal Revenue Code of 1986, as amended
(the "Code")) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Bank, its parent or any subsidiary, unless the
option price for such Incentive Stock Option is at least 110% of the fair
market value of the Common Stock subject to such Incentive Stock Option on the
date of grant and such Option is not exercisable after the date five years from
the date such Option is granted.
4. INCENTIVE STOCK OPTIONS.
It is intended that Incentive Stock Options granted under the Plan
shall constitute Incentive Stock Options within the meaning of Section 422A of
the Code. Incentive Stock Options may be granted under the Plan for the
purchase of shares of Common Stock. Incentive Stock Options shall be in such
form and upon such conditions as the Board shall from time to time determine,
subject to the following:
(a) OPTION PRICES. The option price of each Incentive Stock
Option shall be at least 100% of the fair market value of the Common Stock
subject to such Incentive Stock Option on the date of grant.
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(b) TERMS OF OPTIONS. No Incentive Stock Option shall be
exercisable prior to the date one year, or after the date ten years, from the
date such Incentive Stock Option is granted.
(c) LIMITATION ON AMOUNTS. The aggregate fair market value
(determined with respect to each Incentive Stock Option as of the time such
Incentive Stock Option is granted) of the capital stock with respect to which
Incentive Stock Options are exercisable for the first time by a key employee
during any calendar year (under this Plan or any other plan of the Bank or the
parent or any subsidiary of the Bank) shall not exceed $100,000.
5. PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS.
(a) EXERCISE. Incentive Stock Options shall be subject to such
terms and conditions, shall be exercisable at such time or times, and shall be
evidenced by such form of written option agreement between the optionee and the
Bank, as the Board shall determine; provided, that such determinations are not
inconsistent with the other provisions of the Plan, and with Section 422A of
the Code or regulations thereunder.
(b) MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.
Incentive Stock Options may be exercised by an optionee by giving written
notice to the Secretary of the Bank stating the number of shares of Common
Stock with respect to which the Incentive Stock Option is being exercised and
tendering payment therefor. At the time that an Incentive Stock Option granted
under the Plan, or any part thereof, is exercised, payment for the Common
Stock issuable thereupon shall be made in full in cash or by certified check
or, if the Board in its discretion agrees to accept, in shares of Common Stock
of the Bank (the number of such shares paid for each share subject to the
Incentive Stock Option, or part thereof, being exercised shall be determined by
dividing the option price by the fair market value per share of the Common
Stock on the date of exercise). As soon as reasonably possible following such
exercise, a certificate representing shares of Common Stock purchased,
registered in the name of the optionee shall be delivered to the optionee.
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6. TRANSFERABILITY.
No Incentive Stock Option may be transferred, assigned, pledged or
hypothecated (whether by operation of law or otherwise), except as provided by
will or the applicable laws of descent or distribution, and no Incentive Stock
Option shall be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of an
Incentive Stock Option, or levy of attachment or similar process upon the
Incentive Stock Option not specifically permitted herein shall be null and void
and without effect. An Incentive Stock Option may be exercised only by a key
employee during his or her lifetime, or pursuant to Section 10(c), by his or her
estate or the person who acquires the right to exercise such Incentive Stock
Option upon his or her death by bequest or inheritance.
7. ADJUSTMENT PROVISIONS.
The aggregate number of shares of Common Stock with respect to which
Incentive Stock Options may be granted, the aggregate number of shares of Common
Stock subject to each outstanding Incentive Stock Option, and the option price
per share of each such Incentive Stock Option, may all be appropriately
adjusted as the Board may determine for any increase or decrease in the number
of shares of issued Common Stock resulting from a subdivision or consolidation
of shares, whether through reorganization, recapitalization, stock split-up,
stock distribution or combination of shares, or the payment of a share dividend
or other increase or decrease in the number of such shares outstanding effected
without receipt of consideration by the Bank. Adjustments under this Section 7
shall be made according to the sole discretion of the Board, and its decisions
shall be binding and conclusive.
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8. DISSOLUTION, MERGER AND CONSOLIDATION.
Upon the dissolution or liquidation of the Bank, or upon a merger or
consolidation of the Bank in which the Bank is not the surviving corporation,
each Incentive Stock Option granted hereunder shall expire as of the effective
date of such transaction; provided, however, that the Board shall give at least
30 days' prior written notice of such event to each optionee during which time
he or she shall have a right to exercise his or her wholly or partially
unexercised Incentive Stock Option (without regard to installment exercise
limitations, if any) and, subject to prior expiration pursuant to Section 10(b)
or (c), each Incentive Stock Option shall be exercisable after receipt of such
written notice and prior to the effective date of such transaction.
9. EFFECTIVE DATE AND CONDITIONS SUBSEQUENT TO EFFECTIVE DATE.
The Plan shall become effective on the date of the approval of the
Plan by the holders of a majority of the shares of Common Stock of the Bank;
provided, however, that the adoption of the Plan is subject to such shareholder
approval within twelve (12) months before or after the date of adoption of the
Plan by the Board. The Plan shall be null and void and of no effect if the
foregoing condition is not fulfilled, and in such event each Incentive Stock
Option granted hereunder shall, notwithstanding any of the preceding provisions
of the Plan, be null and void and of no effect.
No grant or award shall be made under the Plan more than 10 years from
the date of adoption of the Plan by the Board; provided, however, that the Plan
and all Incentive Stock Options granted under the Plan prior to such date shall
remain in effect and subject to adjustment and amendment as herein provided
until they have been satisfied or terminated in accordance with the terms of the
respective grants or awards and the related agreements.
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10. TERMINATION OF EMPLOYMENT.
(a) Each Incentive Stock Option shall, unless sooner expired
pursuant to Section 10(b) or (c) below, expire on the first to occur of the
tenth anniversary of the date of grant thereof or the expiration date set forth
in the applicable option agreement.
(b) An Incentive Stock Option shall expire on the first to occur
of the applicable date set forth in paragraph (a) next above and the date that
the employment of the key employee with the Bank terminates for any reason other
than death or disability. Notwithstanding the preceding provisions of this
paragraph, the Board, in its sole discretion, may, by written notice given to an
ex-employee, permit the ex-employee to exercise Incentive Stock Options during a
period following his or her termination of employment, which period shall not
exceed three months. In no event, however, may the Board permit an ex-employee
to exercise an Incentive Stock Option after the expiration date contained in the
agreement evidencing such Incentive Stock Option. Notwithstanding the preceding
provisions of this paragraph, if the Board permits an ex-employee to exercise
Incentive Stock Options during a period following his or her termination of
employment pursuant to such preceding provisions, such Incentive Stock Options
shall, to the extent unexercised, expire on the date that such ex-employee
violates (as determined by the Board) any covenant not to compete in effect
between the Bank and the ex-employee.
(c) If the employment of a key employee with the Bank terminates
by reason of disability (as defined in Section 422A(c)(9) of the Code as
determined by the Board) or by reason of death, his or her Incentive Stock
Options, if any, shall expire on the first to occur of the date set forth in
paragraph (a) of this Section 10 and the first anniversary of such termination
of employment.
11. MISCELLANEOUS.
(a) LEGAL AND OTHER REQUIREMENTS. The obligation of the Bank to
sell and deliver Common Stock under the Plan shall be subject to all applicable
laws, regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a
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registration statement under the Securities Act of 1933 if deemed necessary or
appropriate by the Bank. Certificates for shares of Common Stock issued
hereunder may be legended as the Board shall deem appropriate.
(b) NO OBLIGATION TO EXERCISE OPTIONS. The granting of an
Incentive Stock Option shall impose no obligation upon an optionee to exercise
such Incentive Stock Option.
(c) TERMINATION AND AMENDMENT OF THE PLAN. The Board, without
further action on the part of the shareholders of the Bank, may from time to
time alter, amend or suspend the Plan or any Incentive Stock Option granted
hereunder or may at any time terminate the Plan, except that it may not,
without the approval of the shareholders of the Bank (except to the extent
provided in Section 8 hereof): (i) change the total number of shares of Common
Stock available for grant under the Plan; (ii) extend the duration of the Plan;
(iii) increase the maximum term of Incentive Stock Options; (iv) change the
class of employees eligible to be granted Incentive Stock Options under the
Plan; or (vi) effect a change relating to Incentive Stock Options granted
hereunder which is inconsistent with Section 422A of the Code or regulations
issued thereunder. No action taken by the Board under this Section, either with
or without the approval of the shareholders of the Bank, may materially and
adversely affect any outstanding Incentive Stock Option without the consent of
the holder thereof.
(d) APPLICATION OF FUNDS. The proceeds received by the Bank from
the sale of Common Stock pursuant to Incentive Stock Options will be used for
general corporate purposes.
(e) WITHHOLDING TAXES. Upon the exercise of any Incentive Stock
Option, the Bank shall have the right to require the optionee to remit to the
Bank an amount sufficient to satisfy all federal, state and local withholding
tax requirements prior to the delivery of any certificate or certificates for
shares of Common Stock.
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Upon the disposition of any Common Stock acquired by the exercise of
an Incentive Stock Option, the Bank shall have the right to require the
optionee to remit to the Bank an amount sufficient to satisfy all federal,
state and local withholding tax requirements as a condition to the registration
of the transfer of such Common Stock on its books. Whenever under the Plan
payments are to be made by the Bank in cash or by check, such payments shall be
net of any amounts sufficient to satisfy all federal, state and local
withholding tax requirements.
(f) RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or any
agreement entered into pursuant to the Plan shall confer upon any key employee
or other optionee the right to continue in the employment of the Bank or any
subsidiary or affect any right which the Bank or any subsidiary may have to
terminate the employment of such key employee or other optionee.
(g) RIGHTS AS A SHAREHOLDER. No optionee shall have any right as
a shareholder unless and until certificates for shares of Common Stock are
issued to him or her.
(h) LEAVES OF ABSENCE AND DISABILITY. The Board shall be entitled
to make such rules, regulations and determinations as it deems appropriate
under the Plan in respect of any leave of absence taken by or disability of any
key employee. Without limiting the generality of the foregoing, the Board shall
be entitled to determine (i) whether or not any such leave of absence shall
constitute a termination of employment within the meaning of the Plan, and (ii)
the impact, if any, of any such leave of absence on awards under the Plan
theretofore made to any key employee who takes such leave of absence.
(i) FAIR MARKET VALUE. Whenever the fair market value of Common
Stock is to be determined under the Plan as of a given date, such fair market
value shall be:
(i) If the Common Stock is traded on the
over-the-counter market, the average of the mean between the
bid and the asked price for the Common Stock at the close of
trading for the 10 consecutive trading days immediately
preceding such given date;
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(ii) If the Common Stock is listed on a national securities
exchange, the average of the closing prices of the Common Stock on the
Composite Tape for the 10 consecutive trading days immediately
preceding such given date; and
(iii) If the Common Stock is neither traded on the over-the-counter
market nor listed on a national securities exchange, such value as the
Board, in good faith, shall determine.
Notwithstanding any provision of the Plan to the contrary, no determination
made with respect to the fair market value of Common Stock subject to an
Incentive Stock Option shall be inconsistent with Section 422A of the Code or
regulations thereunder.
(j) NOTICES. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered to the Bank on the date it is
received by mail or personally delivered to the Secretary of the Bank, and
shall be deemed delivered to an optionee (1) on the date it is personally
delivered to him or her or (2) the date it is sent by registered or certified
mail, postage prepaid, addressed to him or her at the last address shown for
him or her on the records of the Bank.
(k) APPLICABLE LAW. All questions pertaining to the validity,
construction and administration of the Plan and Stock Options and Stock
Appreciation Rights granted hereunder shall be determined in conformity with
the laws of the State of South Carolina, to the extent not inconsistent with
Section 422A of the Code and regulations thereunder.
(l) ELIMINATION OF FRACTIONAL SHARES. If under any provision of
the Plan which requires a computation of the number of shares of Common Stock
subject to an Incentive Stock Option or Stock Appreciation Right, the number so
computed is not a whole number
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of shares of Common Stock, such number of shares of Common Stock shall be
rounded down to the next whole number.
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Secretary of the Board
ATTEST:
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Chairman of the Board
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