EXHIBIT 10.3
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN
(Amended and Restated as of May 1, 1998)
1. PURPOSE. The purpose of the Carolina First Corporation Directors'
Stock Option Plan (the "Plan") is to promote the growth and profitability of
Carolina First Corporation (the "Company") and its subsidiaries from time to
time by increasing the personal participation of directors in the financial
performance of the Company, by enabling the Company to attract and retain
directors of outstanding competence and by providing such directors with an
equity opportunity in the Company. This purpose will be achieved through the
grant of stock options ("Options") to purchase shares of common stock of the
Company, $1.00 par value per share ("Common Stock").
2. ADMINISTRATION. The Plan shall be administered by the Company's
Board of Directors (the "Board"); provided, however, that if applicable law
precludes or restricts the Board from acting in such capacity, then the Board
shall have the authority to appoint a committee of individuals (the "Committee")
to administer the Plan, all in accordance with applicable law. Subject to
applicable law, the Board or Committee shall have complete authority to: (i)
interpret all terms and provisions of the Plan; (ii) prescribe the form of
instrument(s) evidencing Options granted under this Plan; (iii) adopt, amend and
rescind general and special rules and regulations for the Plan's administration;
and (iv) make all other determinations necessary or advisable for the
administration of this Plan. Any action which the Board or Committee is
authorized to take may be taken without a meeting if all the members of the
Board or Committee sign a written document authorizing such action to be taken,
unless different provision is made by the By-Laws of the Company or by
resolution of the Board or Committee.
The Board or Committee may designate selected Board or Committee
members or certain employees of the Company to assist the Board or Committee in
the administration of the Plan and may grant authority to such persons to
execute documents, including Options, on behalf of the Board or Committee,
subject in each such case to applicable law. No member of the Board or Committee
or employee of the Company assisting the Board or Committee pursuant to the
preceding paragraph shall be liable for any action taken or determination made
in good faith.
3. STOCK SUBJECT TO PLAN. The stock to be offered under this Plan shall
be authorized but unissued shares of Common Stock. An aggregate of 500,000
shares are reserved for the grant under this Plan of Options (which shall
include Options outstanding under the Directors Stock Option Plan outstanding
immediately prior to May 1, 1998). The numbers of shares of Common Stock which
may be granted under this Plan may be adjusted to reflect any change in the
capitalization of the Company as contemplated by Section 9 of the Plan and
occurring after the adoption of this Plan. The Board or Committee will maintain
records showing the cumulative total of all shares subject to Options
outstanding under this Plan.
4. OPTIONS FOR DIRECTORS WHO ARE NEITHER OFFICERS NOR EMPLOYEES. The
grant of Options under this Plan shall be limited to those directors of the
Company and/or a Company subsidiary who:
(1) on the date of grant, are neither officers nor employees of
the Company or any Company subsidiary and
(2) who are directors of either the Company or a Company
subsidiary designated from time to time by the Board of
Directors as a "Principal Subsidiary."
Each of such persons is hereinafter referred to as an "Eligible Director".
Initially, Carolina First Bank, Carolina First Mortgage Company, and Blue Ridge
Finance Company, Inc. are designated as "Principal Subsidiaries," subject to
change by the Board of Directors.
(a) On May 1 of each calendar year (or, if May 1 is not a
business day, the immediately preceding business day) (the "Grant Date"), each
Eligible Director who is not a Company Director (a "Non- corporate Director")
shall automatically receive from the Company an option to acquire 1,000 shares
of Common Stock at an exercise price equal to the average of the high and low
sales prices of the Common Stock (the "Fair Market Value") on the Grant Date.
Each such Option shall be exercisable after ten months from the Grant Date and
at any time and from time to time thereafter (subject to Section 6 hereof) until
and including the date which is the business day immediately preceding the tenth
anniversary of the Grant Date. Notice of each such Option granted on a Grant
Date shall be given to each Non-corporate Director within a reasonable time
after the Grant Date.
(b) On May 1 of each calendar year (or, if May 1 is not a
business day, the immediately preceding business day) (the "Grant Date"), each
Eligible Director who is a Company Director (a "Corporate Director") shall
automatically receive from the Company an option to acquire shares of Common
Stock, valued based on the Black-Scholes valuation method, equal to 60% of the
Corporate Director's total compensation as a Company director for that
particular twelve month period (assuming 100% attendance at all schedule Board
and committee meetings). Each such Option shall have an exercise price equal to
the Fair Market Value of the Common Stock on the Grant Date. Each such Option
shall be exercisable after ten months from the Grant Date and at any time and
from time to time thereafter (subject to Section 6 hereof) until and including
the date which is the business day immediately preceding the tenth anniversary
of the Grant Date. Notice of each such Option granted on a Grant Date shall be
given to each Corporate Director within a reasonable time after the Grant Date.
(c) Corporate Directors will not be eligible to receive Options
under Section 4(a) above, irrespective of whether they serve as directors of any
Principal Subsidiary. Non-corporate Directors who serve as directors of more
than one Principal Subsidiary shall receive only the Options to acquire 1,000
shares of Common Stock as provided in the preceding paragraph (and shall not
receive additional Options based on the multiple directorships).
(d) This Section 4 may not be amended more frequently than once
every six months, other than to comport with changes in the Internal Revenue
Code of 1986, as amended (the "Code"), the Employee Retirement Income Security
Act of 1972, as amended, ("ERISA") or the rules thereunder.
(e) It is intended that Options granted hereunder shall not
qualify as incentive stock options under Section 422 of the Code.
5. NON-TRANSFERABILITY. An Option granted to a participant under this
Plan shall not be transferable by him except: (i) by will; (ii) by the laws of
descent and distribution; or (iii) pursuant to a qualified domestic relations
order as defined by the Code or in Title I of ERISA, or the rules thereunder.
6. EXERCISABILITY OF OPTIONS. Options granted hereunder shall be
exercisable in accordance with the provisions hereof.
Any Option granted under this Plan shall terminate in full (whether or
not previously exercisable and prior to the expiration of its term) one year
following the date on which the Optionee ceases to be an Eligible Director;
provided that in the one year period following the date on which the Optionee
ceased to be an Eligible Director, such Optionee may exercise the Option only to
the extent that he could have exercised the Option at the time he ceased being
an Eligible director, unless the Optionee shall (a) die while a director of the
Company, in which case the Optionee's legatee(s) under his last will or the
Optionee's personal representative or representatives may exercise all or part
of the previously unexercised portion of such Option at any time within two
years after the Optionee's death to the extent the Optionee could have exercised
the Option immediately prior to his death, or (b) become permanently or totally
disabled within the meaning of Section 22(e)(3) of the Code (or any successor
provision) while a director of the Company, in which case the Optionee or his
personal representative may exercise the previously unexercised portion of such
Option at any time within two years after termination of his directorship to the
extent the Optionee could have exercised the Option immediately prior to such
termination.
In no event may an Option be exercised after the expiration of its
fixed term.
All vesting of Options shall cease when a person ceases (for whatever
reason) to serve as an Eligible Director. Immediately prior to the consummation
of a "Change of Control," all outstanding Options shall become immediately
vested.
A "Change of Control" shall mean:
(i) the acquisition, directly or indirectly, by any Person within
any twelve month period of securities of the Company representing an
aggregate of 20% or more of the combined voting power of the Company's
then outstanding securities; or
(ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board, cease for any
reason to constitute at least a majority thereof, unless the election
of each new director was approved in advance by a vote of at least a
majority of the directors then still in office who were directors at
the beginning of the period; or
(iii) consummation of (A) a merger, consolidation or other
business combination of the Company with any other Person or affiliate
thereof, other than a merger, consolidation or business combination
which would result in the outstanding Common Stock of the Company
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into common stock of the surviving
entity or a parent or affiliate thereof) at least 51% of the
outstanding Common Stock (on a fully diluted basis) of the Company or
such surviving entity or parent or affiliate thereof outstanding
immediately after such merger, consolidation or business combination,
or (B) a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all
of its assets; or
(iv) the occurrence of any other event or circumstance which is
not covered by (i) through (iii) above which the Board reasonably
determines effects a change of control of the Company for the purposes
of this provision.
A "Person" shall mean any individual, corporation, limited liability
Company, bank, partnership, joint venture, association, joint-stock Company,
trust, unincorporated organization or other entity. When determining a Person's
Common Stock ownership, such Person's Common Stock ownership shall be aggregated
with any other Person with whom he/it is acting in concert or as a group for the
purpose of acquiring, holding or disposing of the Common Stock.
7. METHOD OF EXERCISE. Each Option granted under the Plan shall be
deemed exercised when the holder (a) shall indicate the decision to do so in
writing delivered to the Company, (b) shall at the same time tender to the
Company payment in full of the exercise price for the shares for which the
Option is exercised, (c) shall tender to the Company payment in full in cash of
the amount of all federal and state withholding or other employment taxes
applicable to the taxable income, if any, of the holder resulting from such
exercise, and (d) shall comply with such other reasonable requirements as the
Board or Committee may establish. The exercise price may be paid either in cash
or by surrender to the Company of Common Stock having a Fair Market Value on the
date of exercise equal to the exercise price.
No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an Option until a certificate
for the shares has been delivered.
An Option granted under this Plan may be exercised for any lesser
number of shares than the full amount for which it could be exercised. Such a
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan for the remaining shares subject
to the Option.
8. TERMINATION OF OPTIONS. An Option granted under this Plan shall be
considered terminated in whole or part, to the extent that, in accordance with
the provisions of this Plan and such Option, it can no longer be exercised for
any shares originally subject to the Option. The shares subject to any Option or
portion thereof, which terminates, shall no longer be charged against the
applicable limitation or limitations provided in Section 3 of this Plan and may
again become shares available for the purposes, and subject to the same
applicable limitations, of this Plan.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the outstanding Common Stock of the Company by reason of a stock
dividend, stock split, stock consolidation, recapitalization, reorganization,
merger, split up or the like, the shares available for purposes of this Plan,
the shares to be covered by subsequent grants under Section 4 hereof and the
number and kind of shares under option in outstanding option agreements pursuant
to this Plan and the option price under such agreements shall be appropriately
adjusted so as to preserve, but not increase, the benefits of this Plan to the
Company and the benefits to the holders of such Options. Adjustments under this
Section shall be made by the Board or Committee, whose determination as to what
adjustments shall be made and the extent thereof shall be final, binding and
conclusive.
10. COMPLIANCE WITH SECURITIES LAWS AND OTHER REQUIREMENTS. No
certificate(s) for shares shall be executed and delivered upon exercise of an
Option until the Company shall have taken such action, if any, as is then
required to comply with the provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the South Carolina
Uniform Securities Act, as amended, any other applicable state securities law(s)
and the requirements of any exchange on which the Common Stock may, at the time,
be listed.
In the case of the exercise of an Option by a person or estate
acquiring the right to exercise the Option by bequest or inheritance, the Board
or Committee may require reasonable evidence as to the ownership of the Option
and may require such consents and releases of taxing authorities as it may deem
advisable.
11. NO RIGHT TO DIRECTORSHIP. Neither the adoption of the Plan nor its
operation, nor any document describing or referring to the Plan, or any part
thereof, shall confer upon any director participant under the Plan any right to
continue as a director of the Company, or shall in any way affect the right and
power of the
Company to terminate the position with the Company of any participant under this
Plan at any time with or without assigning a reason therefor, to the same extent
as the Company might have done if this Plan had not been adopted.
12. AMENDMENT AND TERMINATION. Except as provided otherwise herein and
subject to applicable law, the Board or Committee may at any time suspend, amend
or terminate this Plan. Notwithstanding the foregoing, no amendment, suspension
or termination shall, without the consent of the holder of an Option, alter or
impair any rights or obligations under any Option theretofore granted under the
Plan.
In addition to Board or Committee approval of an amendment, if the
amendment would: (i) materially increase the benefits accruing to participants;
(ii) increase the number of securities issuable under this Plan (other than an
increase pursuant to Section 9 hereof); (iii) change the class or classes of
individuals eligible to receive Options; or (iv) otherwise materially modify the
requirements for eligibility, then such amendment must be approved by the
holders of a majority of the Company's outstanding capital stock present or
represented by proxy and entitled to vote at a meeting duly held of the
stockholders of the Company.
13. USE OF PROCEEDS. The proceeds received by the Company from the sale
of shares pursuant to Options granted under the Plan shall be used for general
corporate purposes as determined by the Board.
14. INDEMNIFICATION OF BOARD OR COMMITTEE. In addition to such other
rights of indemnification as they may have as members of the Board, the members
of the Board or Committee shall, to the fullest extent permitted by law, be
indemnified by the Company against the reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided the settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Board member or Committee member is liable for
gross negligence or willful misconduct in the performance of his duties;
provided that within 30 days after institution of any such action, suit or
proceeding the Board member or Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.
15. EFFECTIVE DATE OF THE PLAN. This Plan shall become effective as of
May 1, 1998, assuming the requisite shareholder approval is received at the
Company's 1998 annual meeting of shareholders.
16. DURATION OF THE PLAN. Unless previously terminated by the Board or
Committee, this Plan shall terminate at the close of business on May 1, 2008,
and no Option shall be granted under it thereafter, but such termination shall
not affect any Option theretofore granted under this Plan.