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EXHIBIT 10.43
THIRD AMENDMENT
TO
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
NON-QUALIFIED STOCK OPTION PLAN
THIS THIRD AMENDMENT TO RESOURCE BANCSHARES MORTGAGE GROUP, INC.
NON-QUALIFIED STOCK OPTION PLAN is made as of the 28th day of October, 1998 by
RESOURCE BANCSHARES MORTGAGE GROUP, INC. (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Resource Bancshares Mortgage Group,
Inc. Non-Qualified Stock Option Plan (the "Plan") for the benefit of certain of
its employees; and
WHEREAS, in Section 5.2 of the Plan, the Company reserved the right by
action of its Board of Directors to amend the Plan; and
WHEREAS, the Board of Directors now desires to amend certain provisions
of the Plan;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company covenants and agrees that the Plan is amended as
follows, effective as of the date first above written:
1. Section 1.3 of the Plan is amended by adding the following
definition thereto:
"(k) "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of Common Stock (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i)
any acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Section 1.3(k); or
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(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved by
a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets
of the Company or the acquisition of assets of another corporation (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of
such corporation except to the extent that such ownership existed prior
to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company."
2. Section 4.1 (d) of the Plan is amended by adding the following at
the end of the second sentence thereof:
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"provided, however, that (i) in the event of a Change of Control of the
type set forth in paragraph (a), (b) or (d) of the definition of Change
of Control and (ii) immediately prior to the occurrence of a Change of
Control of the type set forth in paragraph (c) of the definition of
Change of Control, each Option outstanding under the Plan shall become
exercisable in whole or in part without regard to any vesting
provisions set forth in the related Option Agreement."
3. Subsection 4.2 of the Plan is amended by deleting therefrom in its
entirety the second paragraph thereof and inserting in lieu thereof the
following:
"Subject to any action required by the shareholders of the
Company, in the event of a Business Combination that does not result in
a Change of Control, each Option outstanding under the Plan shall
pertain to and apply to the securities or other consideration that a
holder of the number of shares of Common Stock underlying the Option
would have been entitled to receive in the Business Combination. In the
event of a Business Combination that results in a Change of Control of
the type set forth in paragraph (c) of the definition of Change of
Control or in the event of the complete liquidation or dissolution of
the Company, then each outstanding Option shall terminate; provided,
however, that each Optionee shall, in such event, have the right
immediately prior to such Change of Control or complete liquidation or
dissolution, to exercise his or her Option in whole or in part without
regard to any installment provision that might be contained in the
applicable Option Agreement."
4. The Company reserves the right by action of the Board to amend
further at any time any of the terms and provisions of the Plan as amended
hereby. Except as expressly or by necessary implication amended hereby, the Plan
shall continue in full force and effect.
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