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EXHIBIT 10.44
WRITTEN CONSENT IN LIEU OF A
MEETING OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
In lieu of a meeting of the Compensation Committee (the
"Committee") of the Board of Directors of Resource Bancshares Mortgage Group,
Inc., a Delaware corporation (the "Corporation"), the undersigned, constituting
all of the members of the Committee, in accordance with Section 141(f) of the
General Corporation Law of Delaware, as amended, unanimously agree to the
following resolutions:
RESOLVED, FURTHER, that the Amended and Restated Resource
Bancshares Mortgage Group, Inc. Omnibus Stock Award Plan be
amended by adding the following sentence at the end of the
penultimate paragraph of Section 4.1(d)
Notwithstanding the foregoing, if approval of
stockholders has not been obtained as required by
Section 7.9 at the time the Employee ceases to be
employed by the Company, the Agreement may, in the
discretion of the Committee and subject to such
conditions as the Committee may determine, provide
that the time periods described in clauses (1), (2)
and (3) shall not begin to run until the approval
of stockholders has been obtained and the time
period shall extend for up to eight months or such
shorter period of time as management of the Company
may determine.
RESOLVED, FURTHER, that the form of Stock Option Agreement and
Release attached hereto as Exhibit A is hereby approved.
The undersigned, by signing this Consent, waive notice of the
date, time, place and purpose of the meeting of the Compensation Committee of
the Board of Directors and agree to the transaction of the business of the
meeting by written consent in lieu thereof effective as of April 24, 1998.
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John C. Baker
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Robin C. Kelton
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INCENTIVE STOCK OPTION AGREEMENT
AND RELEASE
Pursuant to
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
OMNIBUS STOCK AWARD PLAN
This Incentive Stock Option Agreement and Release (the "Option
Agreement") is entered into between Resource Bancshares Mortgage Group, Inc., a
Delaware corporation (the "Company"), and _______________________ (the
"Optionee").
WHEREAS, the Optionee has been awarded one or more Options under
and subject to the terms and conditions set forth in the Company's Omnibus Stock
Award Plan (the "Plan"); and
WHEREAS, the Optionee has not been and, but for this Option
Agreement would not be, entitled to exercise any Options awarded under the Plan
because the Optionee's employment by the Company terminated prior to the receipt
of requisite stockholder approval;
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Optionee agree as follows:
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 execution of this Option Agreement by Optionee and ending at the
close of the Company's business on ______________, 1998.
(c) "Securities Act" shall mean the Securities Act of
1933, as amended.
2. Award of Option.
On January ___, 1997, and subject to the terms and conditions set
forth herein and in the Plan, the Company awarded to the Optionee the option to
purchase from the Company, at an exercise price of $_________ per share, up to
but not exceeding in the aggregate ____________
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shares of Common Stock (such exercise price and number of shares of Common Stock
having been adjusted for all stock dividends since January ___, 1997). It is
intended that this Option qualify to the extent possible as an ISO. The Company
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 Company agrees to allow the Optionee to exercise
the Option with respect to _____ of the Option Shares (such number of Option
Shares having been adjusted for all dividends since January ___, 1997), which is
the extent to which the Option was exercisable at the date of the termination of
the Optionee's employment (assuming requisite stockholder approval had been
received) at any time and from time to time during the Option Period, but not
thereafter, and not with respect to any additional Option Shares. 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 (as provided in Section 7(d)) of such
fact to the Company. The number of shares of Common Stock subject to this Option
and the per share exercise price under each outstanding Option shall be
adjusted, to the extent the Committee deems appropriate, as provided in Section
4.1(e) 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) No less than 100 shares of Common Stock may be
purchased upon any one exercise of the Option granted hereby unless the number
of shares purchased at such time is the total number of shares in respect of
which the Option is then exercisable.
(c) Upon exercise of the Option, the Option exercise
price shall be payable in United States dollars, in cash (including by 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 date (the "Exercise Date") that the Company receives full
payment of the exercise price for the number of shares for which the Option is
being exercised.
(d) The Option shall be exercisable only by the Optionee
and shall not be assignable or transferable by the Optionee and no person shall
acquire any rights therein.
4. Release.
(a) The Optionee, on behalf of himself and his agents,
heirs, successors, assigns and legal representatives, hereby waives and releases
the Company and its agents, servants, directors, officers, employees,
successors, assigns, legal representatives and affiliates (collectively
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the "Released Parties") from any and all claims, causes of action, demands,
covenants and other rights, whether arising at law or in equity, whether direct
or indirect, whether presently accrued or hereafter accrued, which the Optionee
may have against any of the Released Parties including all claims or obligations
arising under this Option Agreement or the Plan or in connection with the
Optionee's employment with the Company, except any claims or obligations arising
under the Company's pension plan.
(b) The Optionee agrees and understands that this full
and final release shall cover and shall include any and all future damages not
now known to the Released Parties or the Optionee, but which may later develop
or be discovered, including the effects and consequences thereof and all causes
of action therefor.
5. 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 the Company or the Optionee, in the
judgment of the Company, to take any action in connection with the shares then
to be issued, 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 the Company 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 as a result of the exercise of the Option evidenced by
this Option Agreement.
6. Settlement and Compromise.
It is intended that this Option Agreement is to settle any and
all claims that could possibly have existed under this Option Agreement or the
Plan or in connection with the Optionee's employment with the Company, except
any claims or obligations arising under the Company's pension plan. The
execution of this Option Agreement by the parties hereto is not to be construed
as an admission of liability on the part of any party to this Option Agreement.
It is expressly agreed and understood, as a condition hereof, that this Option
Agreement shall not constitute an admission on any part of the parties hereto.
7. Miscellaneous.
(a) Binding on Successors and Representatives. The
parties understand and agree that this Option Agreement shall be binding upon
and inure to the benefit of not only themselves, but the agents, heirs,
successors, assigns and legal representatives of the Optionee and the Released
Parties.
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(b) Entire Agreement; Relationship to Plan. The Optionee
acknowledges that he has received a copy of the Plan. This Option Agreement,
together with the Plan, constitutes the entire agreement of the parties with
respect to the Option and supersedes 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.
(d) Notices. All notices and requests under this Option
Agreement shall be in writing and shall be deemed to have been given when
personally delivered or sent prepaid certified mail:
(i) if to the Company, to the following address:
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, South Carolina 29223
Attention: Chairman
or to such other address as the Company shall designate by notice.
(ii) if to the Optionee, to the Optionee's
address appearing in the Company's
records, or to such other address as the
Optionee shall designate by notice.
(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.
(f) Construction of Terms. Any reference herein to the
singular shall be construed as the plural whenever the context requires and vice
versa.
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IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first above written.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By:
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Edward J. Sebastian
Chief Executive Officer
Date: January ___, 1998
OPTIONEE:
(SEAL)
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Name:
Date: , 1998
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