EXHIBIT 10.1
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
become exercisable immediately after the Grant Date and at any time and from
time to time thereafter 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 change 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 to a Non-corporate Director 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.
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Any Option granted to a Corporate Director under this Plan shall terminate
in full on the tenth anniversary of its Grant Date. In the event that a
Corporate Director shall die while a director of the Company, such Optionee's
legatee(s) under his last will or such Optionee's personal representative or
representatives may exercise all or part of the previously unexercised portion
of such Option at any time prior to expiration of its term.
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.
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. TERMINATON 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.
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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 the 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.
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STOCK OPTION GRANT
May 1, ________
Dear [Director]:
In accordance with [Section 4(a)] [Section 4(b)] of the
Directors' Stock Option Plan (the "Plan") of Carolina First Corporation (the
"Company"), and in order to give you an added proprietary interest in the
Company and an additional incentive to advance the interest of the Company, you,
in your capacity as a director of the Company or one of its subsidiaries, are
hereby granted (as of the date above) an option to purchase ____________ shares
of the Common Stock upon the following terms and conditions:
(1) This Option is granted in accordance with the Plan and the terms
of the Plan are incorporated by reference herein. Defined terms
used herein (as indicated by the initial capitalization thereof)
which are defined in the Plan, shall have the meanings ascribed
to such terms in the Plan.
(2) The exercise price shall be $ _________ per share (the average of
the high and low sales prices of the Common Stock on the date of
grant);
(3) This Option shall be exercisable as provided in the Plan.
(4) This Option is not intended to be treated as an "incentive stock
option" for purposes of Section 422 of the Internal Revenue Code
of 1986, as amended.
(5) As used herein, "Plan" shall mean the terms of the Plan in effect
on the date hereof.
Very truly yours,
CAROLINA FIRST CORPORATION
By: ______________________
Title: ______________________
I hereby accept this Stock Option and acknowledge receipt of a copy of the Plan.
Date: _________________________ _____________________
Optionee