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EXHIBIT 10
2000 STOCK INCENTIVE PLAN
OF
FIRST DEPOSIT BANCSHARES, INC.
2000 STOCK INCENTIVE PLAN
OF
FIRST DEPOSIT BANCSHARES, INC.
1. Purpose
The purpose of the 2000 Stock Incentive Plan of FIRST DEPOSIT BANCSHARES,
INC. (the "Plan") is to encourage and enable selected employees and directors of
FIRST DEPOSIT BANCSHARES, INC. (the "Corporation") and its related corporations
to acquire or to increase their holdings of common stock of the Corporation (the
"Common Stock") and other proprietary interests in the Corporation in order to
promote a closer identification of their interests with those of the Corporation
and its shareholders, thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and shareholder value of the
Corporation. This purpose will be carried out through the granting of benefits
(collectively referred to herein as "Awards") to selected employees and
directors, including the granting of incentive stock options ("Incentive
Options") intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), nonqualified stock options ("Nonqualified
Options"), restricted stock awards ("Restricted Stock Awards"), and restricted
units ("Restricted Units") to such participants. Incentive Options and
Nonqualified Options shall be referred to herein collectively as "Options."
Restricted Stock Awards and Restricted Units shall be referred to herein
collectively as "Restricted Awards."
2. Administration of the Plan
(a) The Plan shall be administered by the Compensation Committee of the
Board of Directors (the "Committee"); provided, however, that the Board of
Directors of the Corporation may, in its sole discretion, assume administration
of the Plan in whole or in part. (For the purposes herein, references to the
"Committee" shall also include the Board of Directors if it is acting in its
administrative capacity.) Unless the Board shall determine otherwise, the
Committee shall include no fewer than the minimum number of "non-employee
directors," as such term is defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or as may
otherwise be permitted under Rule 16b-3.
(b) Any action of the Committee with respect to the Plan may be taken by a
written instrument signed by all of the members of the Committee and any such
action so taken by written consent shall be as fully effective as if it had been
taken by a majority of the members at a meeting duly held and called. Subject to
the provisions of the Plan, the Committee shall have full and final authority in
its discretion to take any action with respect to the Plan including, without
limitation, the authority (i) to determine all matters relating to Awards,
including selection of individuals to be granted Awards, the types of Awards,
the number of shares of the Common Stock, if any, subject to an Award, and all
terms, conditions, restrictions and limitations of an Award; (ii) to prescribe
the form or forms of the agreements evidencing any Awards granted under the
Plan; (iii) to establish, amend and rescind rules and regulations for the
administration of the Plan; and (iv) to construe and interpret the Plan and
agreements evidencing Awards granted under the Plan, to establish and interpret
rules and regulations for administering the Plan and to make all other
determinations deemed necessary or advisable for administering the Plan. Subject
to the Thrift Supervision Vesting Limitations which are applicable if this Plan
is adopted by the shareholders during the one (1) year following the date of
Conversion, the Committee shall also have authority, in its sole discretion, to
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accelerate the date that any Award which was not otherwise exercisable or vested
shall become exercisable or vested in whole or in part without any obligation to
accelerate such date with respect to any other Award granted to any recipient.
In addition, the Committee shall have the authority and discretion to establish
terms and conditions of Awards as the Committee determines to be necessary or
appropriate to conform to the applicable requirements or practices of
jurisdictions outside of the United States. No member of the Board or Committee,
as applicable, shall be liable while acting in an administrative capacity with
respect to the Plan for any action or determination made in good faith with
respect to the Plan or any Award or agreement.
(c) Notwithstanding Section 2(b), the Committee may delegate to the chief
executive officer or president of the Corporation the authority to grant Awards,
and to make any or all of the determinations reserved for the Committee in the
Plan and summarized in Section 2(b) herein with respect to such Awards, to any
individual who, at the time of said grant or other determination, (i) is not
deemed to be an officer or director of the Corporation within the meaning of
Section 16 of the Exchange Act; and (ii) is otherwise eligible under Section 5.
To the extent that the Committee has delegated authority to grant Awards
pursuant to this Section 2(c) to the chief executive officer or president,
references to the Committee shall include references to such person, subject,
however, to the requirements of the Plan, Rule 16b-3 and other applicable law.
3. Effective Date
The effective date of the Plan shall be July 9, 2000 (the "Effective
Date"). Awards may be granted under the Plan on and after the effective date,
but no Awards will be granted after July 8, 2010.
4. Shares of Stock Subject to the Plan; Award Limitations
(a) Subject to adjustment as provided herein, an aggregate of 192,717
shares of Common Stock may be issued pursuant to the Plan. With respect to
Awards of Options under Section 6 hereof, the number of shares of Common Stock
that may be issued pursuant to such Awards shall be 137,655 shares. With respect
to Restricted Awards under Section 7 hereof, the number of shares of Common
Stock that may be purchased or issued pursuant to such Awards shall be 55,062
shares. The shares deliverable under the Plan may be authorized but unissued
shares, treasury shares or shares purchased on the open market or by private
purchase. The limits on shares of Common Stock subject to the Plan are subject
to adjustments and increases as provided in Section 4(c).
(b) The Corporation hereby reserves sufficient authorized shares of Common
Stock to meet the grant of Awards hereunder. Any shares subject to an Award
which is subsequently forfeited, expires or is terminated may again be the
subject of an Award granted under the Plan. To the extent that any shares of
Common Stock subject to an Award are not delivered to a Participant (or his
beneficiary) because the Award is forfeited, canceled, settled in cash or used
to satisfy applicable tax withholding obligations, such shares shall not be
deemed to have been issued for purposes of determining the maximum number of
shares of Common Stock available for issuance under the Plan. If the purchase
price of an Award granted under the Plan is satisfied by tendering shares of
Common Stock, only the number of shares issued net of the shares of Common Stock
tendered shall be deemed issued for purposes of determining the maximum number
of shares of Common Stock available for issuance under the Plan.
(c) If there is any change in the shares of Common Stock because of a
merger, consolidation or reorganization involving the Corporation or a related
corporation, or if the Board of Directors of the Corporation declares a stock
dividend, stock split distributable in shares of Common
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Stock or reverse stock split, or if there is a similar change in the capital
stock structure of the Corporation or a related corporation affecting the Common
Stock, the number of shares of Common Stock reserved for issuance under the Plan
shall be correspondingly adjusted, and the Committee shall make such adjustments
to Awards or to any provisions of this Plan as the Committee deems equitable to
prevent dilution or enlargement of Awards.
5. Eligibility
An Award may be granted only to an individual who satisfies the following
eligibility requirements on the date the Award is granted:
(a) The individual is either (i) an employee of the Corporation or a
related corporation, or (ii) a director of the Corporation or a related
corporation. For this purpose, an individual shall be considered to be an
"employee" only if there exists between the individual and the Corporation or a
related corporation the legal and bona fide relationship of employer and
employee.
(b) With respect to the grant of Incentive Options, the individual does not
own, immediately before the time that the Incentive Option is granted, stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation. Notwithstanding the foregoing, an
individual who owns more than ten percent (10%) of the total combined voting
power of the Corporation may be granted an Incentive Option if the option price
(as determined pursuant to Section 6(b) herein, is at least 110% of the Fair
Market Value of the Common Stock (as defined in Section 6(b) herein), and the
option period (as defined in Section 6(c) herein) does not exceed five (5)
years. For this purpose, an individual will be deemed to own stock which is
attributable to him under Section 424(d) of the Internal Revenue Code of 1986,
as amended (the "Code").
(c) The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Award shall be granted (a
"Participant").
6. Options
(a) Grant of Options: Subject to the limitations of the Plan, the Committee
may in its sole and absolute discretion grant Options to such eligible
individuals in such numbers, upon such terms and at such times as the Committee
shall determine. In the event that this Plan is adopted by the shareholders of
the Corporation during the one (1) year period following the date of Conversion,
the Committee's discretion to grant Options shall also be subject to the Thrift
Supervision Award Limitations. Both Incentive Options and Nonqualified Options
may be granted under the Plan. To the extent necessary to comply with Section
422 of the Code and related regulations, if an Option is designated as an
Incentive Option but does not qualify as such under Section 422 of the Code, the
Option (or portion thereof) shall be treated as a Nonqualified Option.
(b) Option Price; Date of Grant; Fair Market Value: The price per share at
which an Option may be exercised (the "option price") shall be established by
the Committee at the time the Option is granted and shall be set forth in the
terms of the agreement evidencing the grant of the Option; provided, that (i) in
the case of an Incentive Option, the option price shall be no less than the Fair
Market Value per share of the Common Stock on the date the Option is granted and
(ii) in no event shall the option price per share of any Option be less than the
par value per share of the Common Stock. In addition, the following rules shall
apply:
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(i) An Incentive Option shall be considered to be granted on the date
that the Committee acts to grant the Option, or on any later date specified
by the Committee as the effective date of the Option. A Nonqualified Option
shall be considered to be granted on the date the Committee acts to grant
the Option or any other date specified by the Committee as the date of
grant of the Option.
(ii) For the purposes of the Plan, the Fair Market Value of the shares
shall be determined in good faith by the Committee and, except as may
otherwise be determined by the Committee, the "Fair Market Value" of the
Common Stock as of any valuation date shall mean, (A) for so long as shares
of the Common Stock are listed on a national securities exchange or
reported on the Nasdaq Stock Market as a national market security, the
closing sales price of a share of Common Stock on the trading date
immediately preceding such valuation date; or (B) if no sales prices are
quoted for such date, or if the Common Stock is not listed on a national
securities exchange or reported on the Nasdaq Stock Market as a national
market security, "Fair Market Value" shall mean the average of the bid and
asked prices for a share of Common Stock in the over-the-counter market or
Nasdaq Stock Market Bulletin Board as reported by the Nasdaq Stock Market
as of the trading date immediately preceding the valuation date or the
trading date nearest preceding such date for which such price information
is available. If the shares of Common Stock are not listed or reported in
any of the foregoing, then the "Fair Market Value" shall determined by the
Committee in accordance with the applicable provisions of Section 20.2031-2
of the Federal Estate Tax Regulations, or in any other manner consistent
with the Code and accompanying regulations.
(iii) In no event shall there first become exercisable by an employee
in any one calendar year Incentive Options granted by the Corporation or
any related corporation with respect to shares having an aggregate Fair
Market Value (determined at the time an Incentive Option is granted)
greater than $100,000.
(iv) In the event that this Plan is adopted by the Shareholders of the
Corporation during the one (1) year period following the date of
Conversion, in no event shall the option price per share of any Option set
by the Committee be less than the amount as determined pursuant to Section
6(b)(ii)(A), regardless of whether it is an Incentive Option or a
Nonqualified Option.
(c) Option Period and Limitations on the Right to Exercise Options
(i) The term of an Option (the "option period") shall be determined by
the Committee at the time the Option is granted. With respect to Incentive
Options, such period shall not extend more than ten (10) years from the
date on which the Option is granted. Any Option or portion thereof not
exercised before expiration of the option period shall terminate. The
periods during which and the terms and conditions pursuant to which an
Option may be exercised shall be determined by the Committee at the time
the Option is granted. In the event that the Plan is adopted by the
shareholders of the Corporation during the one (1) year period following
the date of Conversion, the Committee must include the Thrift Supervision
Vesting Limitations in all Option agreements.
(ii) An Option may be exercised by giving written notice to the
Corporation at such place as the Committee or its designee shall direct.
Such notice shall specify the number of shares to be purchased pursuant to
an Option and the aggregate purchase price to be paid
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therefor, and shall be accompanied by the payment of such purchase price.
Unless an individual option agreement provides otherwise, such payment
shall be in the form of cash or check and, where expressly permitted by the
Committee, payment may also be made by (A) delivery (by either actual
delivery or attestation) of shares of Common Stock owned by the Participant
at the time of exercise for a period of at least six months and otherwise
acceptable to the Committee; (B) shares of Common Stock withheld upon
exercise; (C) delivery of written notice of exercise to the Corporation and
delivery to a broker of written notice of exercise and irrevocable
instructions to promptly deliver to the Corporation the amount of sale or
loan proceeds to pay the option price; or (D) a combination of the
foregoing methods. Shares tendered or withheld in payment on the exercise
of an Option shall be valued at their Fair Market Value on the date of
exercise, as determined by the Committee by applying the provisions of
Section 6(b)(ii).
(iii) Unless an individual agreement provides otherwise, no Option
granted to a Participant who was an employee at the time of grant shall be
exercised unless the Participant is, at the time of exercise, an employee
as described in Section 5(a), and has been an employee continuously since
the date the Option was granted, subject to the following:
(A) An Option shall not be affected by any change in the terms,
conditions or status of the Participant's employment, provided that
the Participant continues to be an employee of the Corporation or a
related corporation.
(B) The employment relationship of a Participant shall be treated
as continuing intact for any period that the Participant is on
military or sick leave or other bona fide leave of absence, provided
that the period of such leave does not exceed 90 days, or, if longer,
as long as the Participant's right to reemployment is guaranteed
either by statute or by contract. The employment relationship of a
Participant shall also be treated as continuing intact while the
Participant is not in active service because of disability. The
Committee shall determine whether a Participant is disabled within the
meaning of this paragraph and, if applicable, the date of a
Participant's termination of employment or service for any reason
("termination date").
(C) Unless an individual option agreement provides otherwise, if
the employment of a Participant is terminated because of disability
within the meaning of subparagraph (B), or if the Participant dies
while he is an employee or dies after the termination of his
employment because of disability, the Option may be exercised only to
the extent exercisable on the Participant's termination date, except
that the Committee may in its discretion accelerate the date for
exercising all or any part of the Option which was not otherwise
exercisable on the termination date. The Option must be exercised, if
at all, prior to the first to occur of the following, whichever shall
be applicable: (X) the close of the period of 12 months next
succeeding the termination date; or (Y) the close of the option
period. In the event of the Participant's death, such Option shall be
exercisable by such person or persons as shall have acquired the right
to exercise the Option by will or by the laws of intestate succession.
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(D) Unless an individual option agreement provides otherwise, if
the employment of the Participant is terminated for any reason other
than disability, death or for "cause," his Option may be exercised to
the extent exercisable on his termination date except that the
Committee may in its discretion accelerate the date for exercising all
or any part of the Option which was not otherwise exercisable on the
termination date. The Option must be exercised, if at all, prior to
the first to occur of the following, whichever shall be applicable:
(X) the close of the period of three (3) months next succeeding the
termination date; or (Y) the close of the option period. If the
Participant dies following such termination of employment and prior to
the earlier of the dates specified in (X) or (Y) of this subparagraph
(D), the Participant shall be treated as having died while employed
under subparagraph (C) immediately preceding (treating for this
purpose the Participant's date of termination of employment as the
termination date). In the event of the Participant's death, such
Option shall be exercisable by such person or persons as shall have
acquired the right to exercise the Option by will or by the laws of
intestate succession.
(E) Unless an individual option agreement provides otherwise, if
the employment of the Participant is terminated for "cause," his
Option shall lapse and no longer be exercisable as of the effective
time of his termination of employment, as determined by the Committee.
For purposes of the Plan, the Participant's termination shall be for
"cause" if such termination results from the Participant's (W)
termination for cause under the Participant's employment, consulting
or other agreement with the Corporation or a related corporation, if
any; (X) dishonesty or conviction of a crime; (Y) failure to perform
his duties to the satisfaction of the Corporation; or (Z) engaging in
conduct that could be materially damaging to the Corporation without a
reasonable good faith belief that such conduct was in the best
interest of the Corporation. The determination of "cause" shall be
made by the Committee and its determination shall be final and
conclusive.
(F) Notwithstanding the foregoing, the Committee shall have
authority, in its discretion, to extend the period during which an
Option may be exercised; provided that, in the event that any such
extension shall cause an Incentive Option to be designated as a
Nonqualified Option, no such extension shall be made without the
written consent of the Participant.
(iv) Unless an individual option agreement provides otherwise, an
Option granted to a Participant who was a non-employee director of the
Corporation or a related corporation at the time of grant (and who does not
thereafter become an employee, in which case he shall be subject to the
provisions of Section 6(c)(iii) herein) may be exercised only to the extent
exercisable on the date of the Participant's termination of service to the
Corporation or a related corporation (unless the termination was for
cause), and must be exercised, if at all, prior to the first to occur of
the following, as applicable: (X) the close of the period of three (3)
months next succeeding the termination date; or (Y) the close of the option
period. If the services of such a Participant are terminated for cause (as
defined in Section 6(c)(iii)(E) herein), his Option shall lapse and no
longer be exercisable as of the effective time of his termination of
services, as determined by the Committee. Notwithstanding the foregoing,
the
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Committee may in its discretion extend the period during which an Option
may be exercised, accelerate the date for exercising all or part of an
Option, or both.
(v) A Participant or his legal representative, legatees or
distributees shall not be deemed to be the holder of any shares subject to
an Option and shall not have any rights as a shareholder unless and until
certificates for such shares are delivered to him or them under the Plan.
(vi) Nothing in the Plan shall confer upon the Participant any right
to continue in the service of the Corporation or a related corporation as
an employee or director or to interfere in any way with the right of the
Corporation or a related corporation to terminate the Participant's
employment or service at any time.
(vii) A certificate or certificates for shares of Common Stock
acquired upon exercise of an Option shall be issued in the name of the
Participant (or his beneficiary) and distributed to the Participant (or his
beneficiary) as soon as practicable following receipt of notice of exercise
and payment of the purchase price.
(d) Nontransferability of Options
(i) Incentive options shall not be transferable other than by will or
the laws of intestate succession. Nonqualified options shall not be
transferable other than by will or the laws of intestate succession, except
as may be permitted by the Committee in a manner consistent with the
registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"). Except as may be permitted by the preceding sentence, an
option shall be exercisable during the Participant's lifetime only by him
or by his guardian or legal representative. The designation of a
beneficiary does not constitute a transfer.
(ii) If a Participant is subject to Section 16 of the Exchange Act,
shares of Common Stock acquired upon exercise of an Option may not, without
the consent of the Committee, be disposed of by the Participant until the
expiration of six months after the date the Option was granted.
7. Restricted Awards
(a) Grant and Earning of Restricted Awards: Subject to the limitations of
the Plan, the Committee may in its sole and absolute discretion grant Restricted
Awards to such individuals in such numbers, upon such terms and at such times as
the Committee shall determine. A Restricted Award may consist of a Restricted
Stock Award or a Restricted Unit, or both. Restricted awards shall be payable in
cash or whole shares of Common Stock (including restricted stock), or partly in
cash and partly in whole shares of Common Stock, in accordance with the terms of
the Plan and the sole and absolute discretion of the Committee. The Committee
shall determine the nature, length and starting date of the period, if any,
during which a Restricted Award may be earned (the "restriction period"), and
shall determine the conditions, if any, which must be met in order for a
Restricted Award to be granted or to vest or be earned (in whole or in part),
which conditions may include, but are not limited to, attainment of performance
objectives, completion of the restriction period (or a combination of attainment
of performance objectives and completion of the restriction period), retirement,
displacement, disability or death, or any combination of such conditions. In the
case of Restricted Awards based upon performance criteria, or a combination of
performance criteria and
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continued service, the Committee shall determine the performance objectives to
be used in valuing Restricted Awards and determine the extent to which such
awards have been earned. Performance objectives may vary from Participant to
Participant and between groups of Participants and shall be based upon such
Corporation, business unit and/or individual performance factors and criteria as
the Committee in its sole discretion may deem appropriate. The Committee also
may grant Restricted Awards that vest immediately upon grant and that are not
subject to any forfeiture conditions. The Committee shall have sole authority to
determine whether and to what degree Restricted Awards have been earned and are
payable and to interpret the terms and conditions of Restricted Awards and the
provisions herein. The Committee shall also determine the form and terms of
payment of Awards. The Committee, in its sole and absolute discretion, may
accelerate the date that any Restricted Award granted to the Participant shall
be deemed to be earned in whole or in part, without any obligation to accelerate
such date with respect to other Restricted Awards.
(b) Forfeiture of Restricted Awards: Unless an individual agreement
provides otherwise, if the employment or service of a Participant shall be
terminated for any reason and the Participant has not yet earned all or part of
a Restricted Award pursuant to the terms of the Plan and the individual
agreement, such Award to the extent not then earned shall be forfeited
immediately upon such termination and the Participant shall have no further
rights with respect thereto.
(c) Dividend and Voting Rights; Share Certificates: Unless an individual
agreement provides otherwise, (i) a Participant shall have no dividend rights or
voting rights or other rights as a shareholder with respect to shares subject to
a Restricted Award that has not yet vested; and (ii) a certificate or
certificates for shares representing a Restricted Award payable in shares shall
be issued in the name of the Participant (or his beneficiary) and distributed to
the Participant (or his beneficiary) as soon as practicable after the shares
subject to the award shall be earned.
(d) Nontransferability:
(i) The recipient of a Restricted Award shall not sell, transfer,
assign, pledge or otherwise encumber shares subject to the award until all
conditions to vesting have been met and shares have been issued and
delivered to him.
(ii) Restricted awards shall not be transferable other than by will or
the laws of intestate succession. The designation of a beneficiary does not
constitute a transfer.
(iii) If a Participant of a Restricted Award is subject to Section 16
of the Exchange Act, shares of Common Stock subject to such award may not,
without the consent of the Committee, be sold or otherwise disposed of
within six months following the date of grant of such Award.
8. Withholding
The Corporation shall withhold all required local, state and federal taxes
from any amount payable in cash with respect to an Award. The Corporation shall
require any recipient of an Award payable in shares of the Common Stock to pay
to the Corporation in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by the Corporation to such
authority for the account of such recipient. Notwithstanding the foregoing, the
recipient may satisfy such obligation in whole or in part, and any other local,
state or federal income tax obligations relating to such an Award, by electing
(the "Election") to have the Corporation
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withhold shares of Common Stock from the shares to which the recipient is
entitled. The number of shares to be withheld shall have a Fair Market Value as
of the date that the amount of tax to be withheld is determined as nearly equal
as possible to (but not exceeding) the amount of such obligations being
satisfied. Each Election must be made in writing to the Committee in accordance
with election procedures established by the Committee.
9. Section 16(b) Compliance
It is the general intent of the Corporation that transactions under the
Plan which are subject to Section 16 of the Exchange Act shall comply with Rule
16b-3 under the Exchange Act. Notwithstanding anything in the Plan to the
contrary, the Committee, in its sole and absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
to Participants who are officers or directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants.
10. No Right or Obligation of Continued Employment
Nothing contained in the Plan shall require the Corporation or a related
corporation to continue the employment or service of a Participant, nor shall
any such individual be required to remain in the employment or service of the
Corporation or a related corporation. Except as otherwise provided in the Plan,
(i) all rights of a Participant with respect to an Award shall terminate upon
the termination of the Participant's employment or service, and (ii) Awards
granted under the Plan shall not be affected by any change in the duties or
position of the Participant, as long as such individual remains an employee of,
or in service to, the Corporation or a related corporation.
11. Unfunded Plan; Retirement Plans
(a) Neither a Participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of the
Corporation or any related corporation including, without limitation, any
specific funds, assets or other property which the Corporation or any related
corporation, in their discretion, may set aside in anticipation of a liability
under the Plan. A Participant shall have only a contractual right to the Common
Stock or amounts, if any, payable under the Plan, unsecured by any assets of the
Corporation or any related corporation. Nothing contained in the Plan shall
constitute a guarantee that the assets of such corporations shall be sufficient
to pay any benefits to any person.
(b) In no event shall any amounts accrued, distributable or payable under
the Plan be treated as compensation for the purpose of determining the amount of
contributions or benefits to which any person shall be entitled under any
retirement plan sponsored by the Corporation or a related corporation that is
intended to be a qualified plan within the meaning of Section 401(a) of the
Code.
12. Amendment and Termination of the Plan
The Plan, and any Award granted pursuant to the Plan, may be amended or
terminated at any time by the Board of Directors of the Corporation; provided,
that (i) amendment or termination of an Award shall not, without the consent of
the recipient of an Award, adversely affect the rights of the recipient with
respect to an outstanding Award; and (ii) approval of an amendment to the Plan
by the
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shareholders of the Corporation shall only be required in the event such
shareholder approval of any such amendment is required by applicable law, rule
or regulation.
13. Restrictions on Shares
The Committee may impose such restrictions on any Awards and shares
underlying Awards as it may deem advisable, including without limitation
restrictions under the federal securities laws, the requirements of any stock
exchange or similar organization and any blue sky or state securities laws
applicable to such securities. Notwithstanding any other Plan provision to the
contrary, the Corporation shall not be obligated to issue, deliver or transfer
shares of Common Stock under the Plan or make any other distribution of benefits
under the Plan, or take any other action, unless such delivery, distribution,
transfer or action is in compliance with all applicable laws, rules and
regulations (including but not limited to the requirements of the Securities Act
of 1933, as amended). The Corporation may cause a restrictive legend to be
placed on any certificate issued pursuant to an Award hereunder in such form as
may be prescribed from time to time by applicable laws and regulations or as may
be advised by legal counsel.
14. Applicable Law
The Plan shall be governed by and construed in accordance with the laws of
the State of Georgia, without regard to the conflict of laws provisions of any
state.
15. Shareholder Approval
The Plan is subject to approval by the shareholders of the Corporation,
which approval must occur, if at all, within 12 months of the effective date of
the Plan. Awards granted prior to such shareholder approval shall be conditioned
upon and shall be effective only upon approval of the Plan by such shareholders
on or before such date.
16. Change of Control
(a) Subject to any other provision of the Plan to the contrary, in the
event of a Change of Control (as defined in Section 16(b) herein):
(i) All Options outstanding as of the date of such Change of Control
shall become fully exercisable, whether or not then otherwise exercisable.
(ii) Any restrictions applicable to any Restricted Award shall be
deemed to have expired, and such Restricted Awards shall become fully
vested and payable to the fullest extent of the original grant of the
applicable Award.
(iii) Notwithstanding the foregoing, in the event of a merger, share
exchange, reorganization or other business combination affecting the
Corporation or a related corporation, the Committee may, in its sole and
absolute discretion, determine that any or all Awards granted pursuant to
the Plan shall not vest or become exercisable on an accelerated basis, if
the Corporation or the board of directors of the surviving or acquiring
corporation, as the case may be, shall have taken such action, including
but not limited to the assumption of Awards granted under the Plan or the
grant of substitute awards (in either case, with substantially similar or
equivalent terms as Awards granted under the Plan), as in the opinion of
the Committee is equitable or appropriate to protect the rights and
interests of Participants
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under the Plan. For the purposes herein, the Committee authorized to make
the determinations provided for in this Section 16(b)(iii) shall be
appointed by the Board of Directors, two-thirds of the members of which
shall have been directors of the Corporation prior to the merger, share
exchange, reorganization or other business combinations affecting the
Corporation or a related corporation.
(b) For the purposes herein, a "Change of Control" shall be deemed to have
occurred on the earliest of the following dates:
(i) The date any entity or person shall have become the beneficial
owner of, or shall have obtained voting control over, fifty percent (50%)
or more of the outstanding Common Stock of the Corporation;
(ii) The date the shareholders of the Corporation approve a definitive
agreement (A) to merge or consolidate the Corporation or Douglas Federal
with or into another corporation or other entity (each, a "corporation"),
in which the Corporation is not the continuing or surviving corporation or
pursuant to which any shares of Common Stock of the Corporation or Douglas
Federal would be converted into cash, securities or other property of
another corporation, other than a merger or consolidation of the
Corporation or Douglas Federal in which holders of Common Stock immediately
prior to the merger or consolidation have the same proportionate ownership
of Common Stock of the surviving corporation immediately after the merger
as immediately before, or (B) to sell or otherwise dispose of all or
substantially all the assets of the Corporation or Douglas Federal; or
(iii) The date there shall have been a change in a majority of the
Board of Directors of the Corporation within a 12-month period unless the
nomination for election by the Corporation's shareholders of each new
director was approved by the vote of two-thirds of the directors then still
in office who were in office at the beginning of the 12-month period.
(For purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term
is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
other than the Corporation, a subsidiary of the Corporation or any employee
benefit plan(s) sponsored or maintained by the Corporation or any
subsidiary thereof, and the term "beneficial owner" shall have the meaning
given the term in Rule 13d-3 under the Exchange Act.)
17. Certain Definitions
For purposes of the Plan, the following terms shall have the meaning
indicated:
(a) "Agreement" means any written agreement or agreements between the
Corporation and the recipient of an Award pursuant to the Plan relating to the
terms, conditions and restrictions of Options, Restricted Awards and any other
Awards conferred herein.
(b) "Conversion" shall mean the conversion of Douglas Federal Bank, a
Federal Savings Bank ("Douglas Federal"), from mutual to stock form.
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(c) "Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death, or which has lasted or can
be expected to last for a continuous period of not less than twelve months.
(d) "Displacement" shall mean the termination of a Participant's employment
or service due to the elimination of the Participant's job or position without
fault on the part of the Participant.
(e) "Parent" or "parent corporation" shall mean any corporation (other than
the Corporation) in an unbroken chain of corporations ending with the
Corporation if each corporation other than the Corporation owns stock possessing
50% or more of the total combined voting power of all classes of stock in
another corporation in the chain.
(f) "Predecessor" or "predecessor corporation" means a corporation which
was a party to a transaction described in Section 424(a) of the Code (or which
would be so described if a substitution or assumption under that Section had
occurred) with the Corporation, or a corporation which is a parent or subsidiary
of the Corporation, or a predecessor of any such corporation.
(g) "Related corporation" means any parent, subsidiary or predecessor of
the Corporation.
(h) "Restricted Stock" shall mean shares of Common Stock which are subject
to Restricted Awards payable in shares, the vesting of which is subject to
restrictions set forth in the Plan or the agreement relating to such Award.
(i) "Subsidiary" or "subsidiary corporation" means any corporation (other
than the Corporation) in an unbroken chain of corporations beginning with the
Corporation if each corporation other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in another corporation in the chain.
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IN WITNESS WHEREOF, this 2000 Stock Incentive Plan of First Deposit
Bancshares, Inc., is, by the authority of the Board of Directors of the
Corporation, executed in behalf of the Corporation, effective this ____ day of
_______________, 2000.
FIRST DEPOSIT BANCSHARES, INC.
By:________________________________
Name:______________________________
Title:_____________________________
ATTEST:
-------------------------------
Patricia Owen, Secretary
[Corporate Seal]
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