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EXHIBIT 10.4
FIRST PALM BEACH BANCORP, INC.
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. PURPOSE
The purpose of the First Palm Beach Bancorp, Inc. (the "Holding
Company") 1993 Stock Option Plan for Outside Directors of the Holding Company
and its affiliates, including the outside directors of First Federal Savings and
Loan Association of the Palm Beaches (the "Association") (the "Directors' Option
Plan" or the "Plan") is to promote the growth and profitability of the Holding
Company and the Association by providing outside directors of the Holding
Company and its affiliates with an incentive to achieve long-term objectives of
the Holding Company and to attract and retain non-employee directors of
outstanding competence by providing such outside directors with an opportunity
to acquire an equity interest in the Holding Company.
2. GRANT OF OPTIONS
(a) Initial Grant. Each outside director (for purposes of this
Directors' Option Plan, the term "Outside Director" shall mean a member of the
Board of Directors of the Holding Company or any of its affiliates not also
serving as a full-time employee of the Holding Company or any of its
affiliates), who is serving in such capacity on the date of the Holding
Company's initial public offering and at the effective date of this Directors'
Option Plan, is hereby granted non-statutory stock options to purchase 26,500
shares of the common stock of the Holding Company ("Common Stock"), subject to
adjustment as provided in Section IV hereof. Each director emeritus, who is
serving in such capacity on the date of the Holding Company's initial public
offering and at the Effective Date of this Directors' Option Plan, is hereby
granted non-statutory stock options to purchase 13,250 shares of Common Stock,
subject to adjustment as provided in Section IV hereof.
The purchase price per share of the Common Stock deliverable upon the
exercise of each non-statutory stock option shall be the initial public offering
price of the Common Stock sold in connection with the conversion of the
Association to the stock form. The effective date of these initial grants shall
be the effective date of the Directors' Option Plan as defined in Section V
hereof ("Effective Date").
(b) Grants to Subsequent Outside Directors. To the extent options are
available for grant under the Directors' Option Plan, each Outside Director who
is first elected as a director subsequent to the Effective Date ("Subsequent
Outside Director") is hereby granted, as of the date on which such Subsequent
Outside Director is qualified and first begins to serve as an Outside Director,
non-statutory stock options to purchase 26,500 shares of Common Stock, subject
to adjustment pursuant to Section IV, or to purchase such lesser number of
shares of Common Stock as remain in this Directors' Option Plan.
The purchase price per share of the Common Stock deliverable upon
exercise of such option shall equal the Fair Market Value of the Common Stock on
the date the grant of this option is effective as determined under paragraph (d)
of this Section II.
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If options for sufficient shares are not available under the Directors'
Option Plan to fulfill the grant of options under Section II(b) hereof to any
Subsequent Outside Director first elected subsequent to the Effective Date, and
thereafter options become available, such Subsequent Outside Director shall then
receive options to purchase an amount of shares of Common Stock, determined by
dividing pro rata among each Subsequent Outside Director, options for the number
of shares then available under the Outside Directors' Plan, not to exceed
options for shares with the values set forth in the preceding two paragraphs
with respect to Subsequent Outside Directors, subject to adjustment under
Section IV as appropriate. The date of grant shall be the date options for such
shares become available. The purchase price per share of the Common Stock
deliverable upon exercise of such options shall equal the Fair Market Value of
the Common Stock on the date the option is granted as determined under paragraph
(d) of this Section II.
(c) Ineligibility. An option under the Directors' Option Plan shall not
be granted to any Outside Director who at any previous time was an employee of
either the Company or the Association and in such capacity was eligible to
receive any options to purchase Common Stock.
(d) Fair Market Value. For purposes of the Directors' Option Plan, when
used in connection with Common Stock on a certain date, Fair Market Value means
the average of the bid and ask prices of the Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System (as
published by The Wall Street Journal, if published) on the effective date of the
grant, or if the Common Stock was not traded on such date, on the next preceding
day on which the Common Stock was traded thereon. For purposes of the grant of
options in the Conversion as defined in Section V hereof, of the Association,
Fair Market Value shall mean the initial public offering price of the Common
Stock ($10.00 per share).
3. TERMS AND CONDITIONS
(a) Option Agreement. Each option shall be evidenced by a written
option agreement between the Holding Company and the recipient specifying the
number of shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions which are not inconsistent with the
terms of this grant.
(b) Vesting. Each option granted pursuant to Section II(a) or (b)
hereof shall become exercisable at the date of grant. However, shares of Common
Stock acquired through the exercise of such option granted under Section II may
not be sold or otherwise disposed of for a period of one year from the date of
grant of the option.
(c) Manner of Exercise. The option when exercisable may be exercised
from time to time, in whole or in part, by delivering a written notice of
exercise to the Chief Executive Officer of the Holding Company signed by the
recipient. Such notice is irrevocable and must be accompanied by full payment of
the exercise price (as determined in Section II(a) or (b) hereof) in cash or
shares of previously acquired Common Stock of the Holding Company at the Fair
Market Value of such shares determined on the exercise date by the manner
described in Section
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II(d) above. If previously acquired shares of Common Stock are tendered in
payment of all or part of the exercise price, the value of such shares shall be
determined as of the date of such exercise.
(d) Transferability. Each option granted hereby may be exercised only
by the recipient to whom it is issued or in the event of the Outside Director's
death, his or her personal representative(s) or designee(s), heir(s) or
devisee(s) pursuant to the terms of Section III(b) hereof.
(e) Termination of Service. Upon the termination of a recipient's
service for any reason other than disability, retirement, Change in Control,
death or removal for cause, the participant's stock options shall be exercisable
only as to those shares which were immediately purchasable by the recipient at
the date of termination.
In the event of death or disability of any recipient, all stock options
held by such recipient, whether or not exercisable at such time, shall become
immediately exercisable by the recipient or the recipient's legal
representatives or beneficiaries. Upon termination of the recipient's service
due to retirement, or a Change in Control, all stock options held by such
recipient, whether or not exercisable at such time, shall become immediately
exercisable. For purposes of this plan the following terms are defined:
(i) "Change in Control" for purposes of this Plan, a "Change in
Control" of the Association or Company shall mean an event of a nature
that; (1) would be required to be reported in response to Item 1 of the
current report on Form 8-K, as in effect on the date hereof, pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); or (2) results in a Change in Control of the
Association or the Company within the meaning of the Home Owners' Loan
Act, as amended and the Rules and Regulations promulgated by the Office
of Thrift Supervision ("OTS") (or its predecessor agency), as in effect
on the date hereof (provided, that in applying the definition of change
in control as set forth under the rules and regulations of the OTS, the
Board shall substitute its judgment for that of the OTS); or (3)
without limitation such a Change in Control shall be deemed to have
occurred at such time as (A) any "person" (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Association or the Company
representing 20% or more of the Association's or the Company's
outstanding securities except for any securities of the Association
purchased by the Company in connection with the conversion of the
Association to the stock form and any securities purchased by the
Association's employee stock ownership plan and trust; or (B)
individuals who constitute the Board on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters
of the directors comprising the Incumbent Board, or whose nomination
for election by the Company's stockholders was approved by the same
Nominating Committee serving under an
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Incumbent Board, shall be, for purposes of this clause (B), considered
as though he were a member of the Incumbent Board; or (C) a plan of
reorganization, merger, consolidation, sale of all or substantially all
the assets of the Association or the Company or similar transaction
occurs in which the Association or Company is not the resulting entity.
(ii) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an outside director to
perform the work customarily assigned to him. Additionally, a medical
doctor selected or approved-by the Board of Directors must advise the
Board that it is either not possible to determine when such disability
will terminate or that it appears probable that such disability will be
permanent during the remainder of said recipient's lifetime.
(iii) "Retirement" means retirement from service as a director.
(f) Termination of Option. Each option shall expire upon the earlier of
(i) one hundred and twenty (120) months following the date of grant, or (ii) one
(1) year following the date on which the Outside Director ceases to serve in
such capacity for any reason other than removal for cause. Provided, however,
that if the recipient's service on the Board of Directors is terminated for any
reason other than being removed for cause prior to the date the Plan is
presented to the shareholders of the Company for ratification, the option may
not be exercised prior to the date of the shareholders' meeting regarding such
ratification but shall remain exercisable for a period of one year from the date
of such meeting. If the Outside Director dies before fully exercising any
portion of an option then exercisable, such option may be exercised by such
Outside Director's personal representative(s), heir(s) or devisee(s) at any time
within the one (1) year period following his or her death; provided, however,
that in no event shall the option be exercisable more than one hundred and
twenty (120) months after the date of its grant. If the Outside Director is
removed for cause, all options awarded to him shall expire upon such removal.
4. COMMON STOCK SUBJECT TO THE DIRECTORS' OPTION PLAN
The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Holding Company as treasury stock. The number of shares of Common Stock
reserved for issuance under the Directors' Option Plan shall not exceed 185,500
shares of the Common Stock of the Holding Company. par value $.01 per share,
subject to adjustments pursuant to this Section IV. Any shares of Common Stock
subject to an option which for any reason either terminates unexercised or
expires, shall again be available for issuance under the Directors' Option Plan.
In the event of any change or changes in the outstanding Common Stock
of the Holding Company by reason of any stock dividend or split,
recapitalization, reorganization, merger, consolidation, spin-off, combination
or any similar corporate change, or other increase or decrease in such shares
effected without receipt or payment of consideration by the Company,
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the number of shares of Common Stock which may be issued under this Directors'
Option Plan, the number of shares of Common Stock subject to options granted
under this Directors' Option Plan and the option price of such options, shall be
automatically adjusted to prevent dilution or enlargement of the rights granted
to recipient under the Directors' Option Plan.
5. EFFECTIVE DATE OF THE PLAN; SHAREHOLDER RATIFICATION
The Directors' Option Plan after adoption by the Board of Directors
shall become effective upon the conversion of the Association from the mutual to
capital stock form of ownership and the acquisition of the Association by the
Holding Company (the "Conversion"), September 29, 1993. Following Conversion,
the Directors' Option Plan shall be presented to shareholders of the Company for
ratification for purposes of (i) obtaining favorable treatment under Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
and (ii) maintaining listing on the NASDAQ National Market; provided, however,
that the failure to obtain shareholder ratification shall not affect the
validity of this Plan and the options granted hereunder.
6. TERMINATION OF THE PLAN
The right to grant options under the Directors' Option Plan will
terminate upon the earlier of ten years after the Effective Date of the Plan,
the issuance of 185,500 shares of Common Stock (the maximum number of shares of
Common Stock reserved for under this Plan) subject to adjustment pursuant to
Section IV hereof. A majority of the outstanding shares of the Common Stock
entitled to vote is required to terminate the Directors' Option Plan; provided,
however, no such termination shall, without the consent of the affected
recipient, affect such recipient's rights under a previously granted option.
7. AMENDMENT OF THE PLAN
The Directors' Option Plan may be amended from time to time by the
Board of Directors of the Company provided that Section II and III hereof shall
not be amended more than once every six months other than to comport with the
Internal Revenue Code of 1986, as amended. or the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder. Except as provided in
Section IV hereof, rights and obligations under any option granted before an
amendment shall not be altered or impaired by such amendment without the written
consent of the optionee. If the Directors' Option Plan becomes qualified under
Rule 16(b)-3 of the rules and regulations promulgated under the Exchange Act and
an amendment would require shareholder approval under such Rule 16(b)-3 to
retain the Plan's qualification, then subject to the discretion of the Board of
Directors of the Holding Company, such amendment shall be presented to
shareholders for ratification, provided, however, that the failure to obtain
shareholder ratification shall not affect the validity of this Plan as so
amended and the options granted thereunder.
8. APPLICABLE LAW
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The Plan will be administered in accordance with the laws of the State
of Delaware to the extent not preempted by federal law.
9. COMPLIANCE WITH SECTION 16
If this Plan is qualified under Rule 16b-3 of the Securities Exchange
Act of 1934 Rules, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To
the extent any provisions of the Plan fail to so comply, it shall be deemed null
and void, to the extent permitted by law.
IN WITNESS WHEREOF, the Association has established this Plan effective
to be executed by its duly authorized executive officer and the corporate seal
to be affixed and duly attested, effective as of the_______ day of
______________,1993.
By:
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Attest:
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