<PAGE> 1
EXHIBIT 10.1
FRANKLIN FINANCIAL CORPORATION
2000 STOCK OPTION PLAN
EFFECTIVE AS OF APRIL 18, 2000
1. PURPOSE
The primary purpose of the Franklin Financial Corporation 2000 Stock
Option Plan (the "Plan") is to encourage and enable eligible officers and key
employees of Franklin Financial Corporation, a Tennessee corporation (the
"Company"), and its subsidiaries to acquire proprietary interests in the Company
through the ownership of common stock of the Company. The Company believes that
officers and key employees who participate in the Plan will have a closer
identification with the Company by virtue of their ability as shareholders to
participate in the Company's growth and earnings. The Plan also is designed to
provide motivation for participating officers and key employees to remain in the
employ of and to give greater effort on behalf of the Company. It is the
intention of the Company that the Plan provide for the award of "incentive stock
options" qualified under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and the regulations promulgated thereunder, as well as the
award of non-qualified stock options. Accordingly, the provisions of the Plan
related to incentive stock options shall be construed so as to extend and limit
participation in a manner consistent with the requirements of Section 422 of the
Code.
2. DEFINITIONS
The following words or terms shall have the following meanings:
(a) "Agreement" shall mean a stock option agreement between the
Company and an Eligible Employee pursuant to the terms of this Plan.
(b) "Company" shall mean Franklin Financial Corporation, a
Tennessee corporation.
(c) "Board of Directors" shall mean the Board of Directors of the
Company.
(d) "Committee" shall mean the committee appointed by the Board of
Directors to administer the Plan, as set forth in Section 5 of the Plan.
(e) "Eligible Employee" shall mean a key employee regularly
employed by the Company or a Subsidiary (including an officer, whether or not he
or she is a member of the Board of Director) as the Board of Directors or the
Committee shall select from time to time.
(f) "Market Price" shall mean the closing price of the Company's
common stock on the date in question, as quoted by the Nasdaq National Market or
the Nasdaq SmallCap Market (or other nationally recognized quotation service).
If the Company's common stock is not traded on the Nasdaq Stock Market but is
registered on a national securities exchange, "Market Price" shall mean the
closing sales price of the Company's common stock on such national securities
exchange. If the Company's common stock is not traded on a national securities
exchange or through any other nationally recognized quotation service, then
"Market Price" shall mean the fair market value of the Company's common stock as
determined by the Board of Directors or the Committee, acting in good faith,
under any method consistent with the Code, or Treasury Regulations thereunder,
as the Board of Directors or the Committee shall in its discretion select and
apply at the time of the grant of the option concerned. Subject to the
foregoing, the
<PAGE> 2
Board of Directors or the Committee, in fixing the market price, shall have full
authority and discretion and be fully protected in doing so.
(g) "Optionee" shall mean an Eligible Employee having a right to
purchase Common Stock under an Agreement.
(h) "Option(s)" shall mean the right or rights granted to Eligible
Employees to purchase Common Stock under the Plan.
(i) "Plan" shall mean this Franklin Financial Corporation 2000
Stock Option Plan.
(j) "Shares," "Stock," or "Common Stock" shall mean shares of the
no par value common stock of the Company.
(k) "Subsidiary" or "Subsidiaries" shall mean any corporation(s)
of which the Company owns or controls, directly or indirectly, more than a
majority of the voting stock.
(l) "Ten Percent Owner" shall mean an individual who, at the time
an Option is granted, owns or controls, directly or indirectly, more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or a Subsidiary.
3. EFFECTIVE DATE
The effective date of the Plan (the "Effective Date") shall be the date
the Plan is adopted by the Board of Directors or the date the Plan is approved
by the shareholders of the Company, whichever is earlier. In the event the Plan
is not approved by the shareholders of the Company, by the affirmative vote of
the holders of not less than a majority of the Shares voted at a meeting at
which a quorum is present, within the twelve month period commencing on the
Effective Date, any Options granted pursuant to Section 8 of the Plan and
intended to be treated as incentive stock options shall be deemed to be
nonqualified stock options pursuant to Section 9 of the Plan.
4. SHARES RESERVED FOR PLAN
The shares of Common Stock to be sold to Eligible Employees and Eligible
Participants under the Plan may at the election of the Board of Directors be
either treasury shares or shares originally issued for such purpose. The maximum
number of Shares which shall be reserved and made available for sale under the
Plan shall be seven million and five hundred thousand *(7,500,000)(* 1,875,000
shares after giving effect to the 1-for-4 reverse stock split effective October
18, 2000); provided, however, that such Shares shall be subject to the
adjustments provided in Section 8(h). Any Shares subject to an Option which for
any reason expires or is terminated unexercised may again be subject to an
Option under the Plan.
2
<PAGE> 3
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors or the
Committee. The Committee shall be comprised of not less than two (2) members
appointed by the Board of Directors of the Company from among its members, each
of whom qualifies as a "Non-Employee Director" as such term is defined in Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor regulation.
Within the limitations described herein, the Board of Directors of the
Company or the Committee shall administer the Plan, select the Eligible
Employees to whom Options will be granted, determine the number of shares to be
optioned to each Eligible Employee and interpret, construe and implement the
provisions of the Plan. The Board of Directors or the Committee shall also
determine the price to be paid for the Shares upon exercise of each Option, the
period within which each Option may be exercised, and the terms and conditions
of each Option granted pursuant to the Plan. The Board of Directors and
Committee members shall be reimbursed for out-of-pocket expenses reasonably
incurred in the administration of the Plan.
If the Plan is administered by the Board of Directors, a majority of the
members of the Board of Directors shall constitute a quorum, and the act of a
majority of the members of the Board of Directors present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Board of Directors shall be the acts of the Board of Directors. If the Plan is
administered by the Committee, a majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all of the
members of the Committee shall be the acts of the Committee.
6. ELIGIBILITY
Options granted pursuant to Section 8 shall be granted only to Eligible
Employees.
7. DURATION OF THE PLAN
The Plan shall remain in effect until all Shares subject to or which may
become subject to the Plan shall have been purchased pursuant to Options granted
under the Plan; provided that Options under the Plan must be granted within ten
years from the Effective Date. The Plan shall expire on the tenth anniversary of
the Effective Date.
8. QUALIFIED INCENTIVE OPTIONS
It is intended that Options granted under this Section 8 shall be
qualified incentive stock options under the provisions of Section 422 of the
Code and the regulations thereunder or corresponding provisions of subsequent
revenue laws and regulations in effect at the time such Options are granted.
Such Options shall be evidenced by stock option agreements in such form and not
inconsistent with this Plan as the Committee or the Board of Directors shall
approve from time to time, which Agreements shall contain in substance the
following terms and conditions:
(a) Price. The purchase price for shares purchased upon exercise
shall not be less than the Market Price on the day the Option is granted;
provided that the purchase price of stock deliverable upon the exercise of a
qualified incentive stock option granted to a Ten Percent Owner under this
Section 8
3
<PAGE> 4
shall be not less than 110% of the Market Price on the day the Option is
granted, as determined by the Board of Directors or the Committee.
(b) Number of Shares. The Agreement shall specify the number of
Shares which the Optionee may purchase under such Option, as determined by the
Board of Directors or the Committee.
(c) Exercise of Options. The Shares subject to the Option may be
purchased in whole or in part by the Optionee, in accordance with the vesting
schedule set forth in the Agreement, from time to time after shareholder
approval of the Plan, as determined by the Board of Directors or the Committee,
but in no event later than ten years from the date of grant of the Option.
Notwithstanding the foregoing, Shares subject to an Option which is a qualified
incentive stock option granted to a Ten Percent Owner under this Section 8 may
be purchased from time to time but in no event later than five years from the
date of grant of the Option.
(d) Medium and Time of Payment. Stock purchased pursuant to an
Agreement shall be paid for in full at the time of purchase. Payment of the
purchase price shall be in cash or, in lieu of payment of all or part of the
purchase price in cash, the Optionee may surrender to the Company, Common Stock
valued at the Market Price on the date of exercise of the Option in accordance
with the terms of the Agreement; provided, however, that the shares of Common
Stock surrendered shall have been held by the Optionee for a period of at least
six months prior to the date of surrender. Upon receipt of payment, the Company
shall, without transfer or issue tax, deliver to the Optionee (or other person
entitled to exercise the Option) a certificate or certificates for such Shares.
(e) Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any Shares covered by an Option until the date of
issuance of the stock certificate to the Optionee for such Shares. Except as
otherwise expressly provided in the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.
(f) Nonassignability of Option. No Option shall be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. During the lifetime of the Optionee, the Option shall be
exercisable only by him or her.
(g) Effect of Termination of Employment or Death. In the event an
Optionee during his or her lifetime ceases to be an employee of the Company or
of any Subsidiary of the Company for any reason (including retirement) other
than death or permanent and total disability, any Option or unexercised portion
thereof which was otherwise exercisable on the date of termination of employment
shall expire unless exercised within a period of three months from the date on
which the Optionee ceased to be an employee, but in no event after the term
provided in the Optionee's Agreement. In the event that an Optionee who is at
least 60 years of age and who has been employed by the Company or any Subsidiary
of the Company for a continuous period of not less than seven years ceases to be
an employee of the Company or any Subsidiary of the Company by retiring, any
Option or portion thereof which would not otherwise be exercisable on the date
such Optionee retires shall be accelerated and become immediately exercisable
for a period of three months from the date on which the Optionee ceased to be an
employee, but in no event shall the exercise period extend past the term
provided in the Optionee's Agreement. Whether authorized leave of absence for
military or government service shall constitute termination of employment for
the purpose of this Plan shall be determined by the Board of Directors or the
Committee, which determination shall be final and conclusive.
4
<PAGE> 5
In the event an Optionee ceases to be an employee of the Company or any
Subsidiary of the Company by reason of death or permanent and total disability,
any Option or unexercised portion thereof which was otherwise exercisable on the
date such Optionee ceased employment shall expire unless exercised within a
period of one year from the date on which the Optionee ceased to be an employee,
but in no event after the term provided in the Optionee's Agreement. In the
event that an Optionee during his or her lifetime ceases to be an employee of
the Company or any Subsidiary of the Company by reason of death or permanent and
total disability, any Option or portion thereof which was not exercisable on the
date such Optionee ceased employment may, in the discretion of the Board of
Directors or the Committee, be accelerated and become immediately exercisable
for a period of one year from the date on which the Optionee ceased to be an
employee, but in no event shall the exercise period extend past the term
provided in the Optionee's Agreement.
"Permanent and total disability" as used in this Plan shall be as defined
in Section 22(e)(3) of the Code.
In the event of the death of an Optionee, the Option shall be exercisable
by his or her personal representatives, heirs or legatees, as provided herein.
(h) Recapitalization. In the event dividends are payable in Common
Stock or in the event there are splits, subdivisions or combinations of shares
of Common Stock, the number of Shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number and
Option exercise price of Shares deliverable upon the exercise thereafter of any
Option theretofore granted shall be increased or decreased proportionately, as
the case may be, as determined to be proper and appropriate by the Board of
Directors or the Committee.
(i) Reorganization. In the event the Company is merged or
consolidated with another entity and the Company is not the surviving entity, or
in case the property or stock of the Company is acquired by another entity, or
in case of a separation, reorganization, recapitalization or liquidation of the
Company, the Board of Directors of the Company, or the Board of Directors of any
entity assuming the obligations of the Company hereunder, shall either (i) make
appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized entity which will be issuable
in respect to the shares of Common Stock of the Company, provided only that the
excess of the aggregate fair market value of the Shares subject to option
immediately after such substitution over the purchase price thereof is not more
than the excess of the aggregate fair market value of the Shares subject to
option immediately before such substitution over the purchase price thereof, or
(ii) provide written notice to the Optionee that the Option (including, in the
discretion of the Board of Directors, any portion of such Option which is not
then exercisable) must be exercised within sixty days of the date of such notice
or it will be terminated. If any adjustment under this Section 8(i) would create
a fractional Share or a right to acquire a fractional Share, such shall be
disregarded and the number of Shares available under the Plan and the number of
Shares covered under any Options previously granted pursuant to the Plan shall
be the next lower number of Shares, rounding all fractions downward. An
adjustment made under this Section 8(i) by the Board of Directors shall be
conclusive and binding on all affected persons.
Except as otherwise expressly provided in this Plan, the Optionee shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
5
<PAGE> 6
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another entity; and any issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or prices of Shares subject to an Option.
The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
(j) Annual Limitation. The aggregate fair market value (determined
at the time the Option is granted) of the Shares with respect to which incentive
stock options are exercisable for the first time by an Optionee during any
calendar year (under all incentive stock option plans of the Company and its
Subsidiaries) shall not exceed $100,000. Any excess over such amount shall be
deemed to be related to and part of a non-qualified stock option granted
pursuant to Section 9.
(k) General Restriction. Each Option shall be subject to the
requirement that if at any time the Board of Directors shall determine, in its
reasonable discretion, that the listing, registration or qualification of the
Shares subject to such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the issue or purchase of Shares thereunder, such Option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. Alternatively, such
Options shall be issued and exercisable only upon such terms and conditions and
with such restrictions as shall be necessary or appropriate to effect exemption
from such listing, registration, or other qualification requirement.
9. NON-QUALIFIED OPTIONS
The Board of Directors or the Committee may grant to Eligible Employees
Options under the Plan which are not qualified incentive stock options under the
provisions of Section 422 of the Code. Such non-qualified options shall be
evidenced by Agreements in such form and not inconsistent with this Plan as the
Board of Directors or the Committee shall approve from time to time, which
Agreements shall contain in substance the same terms and conditions as set forth
in Section 8 hereof with respect to qualified incentive stock options; provided,
however, that:
(i) the limitations set forth in Sections 8(a) and 8(c)
with respect to Ten Percent Owners shall not be applicable to non-qualified
options granted to any Ten Percent Owner;
(ii) the limitations set forth in Section 8(g) with
respect to termination of employment or death shall not be applicable to
non-qualified option grants, and any such limitations shall be determined on a
case by case basis by the Board of Directors or the Committee at the time of the
non-qualified option grant;
(iii) the limitation set forth in Section 8(j) with respect
to the annual limitation of incentive stock options shall not be applicable to
non-qualified option grants;
6
<PAGE> 7
(iv) the limitation set forth in Section 8(c) with respect
to the length of the exercise period of incentive stock options shall not be
applicable to non-qualified option grants; and
(v) the limitations set forth in Section 8(a) with
respect to the Exercise Price shall not be applicable to non-qualified option
grants.
10. AMENDMENT OF THE PLAN
The Plan may, at any time or from time to time, be terminated, modified
or amended at a meeting of the shareholders of the Company at which a quorum is
present by the affirmative vote of the holders of a majority of the Shares voted
on such issue. The Board of Directors may at any time and from time to time
modify or amend the Plan in any respect, except that without shareholder
approval, the Board of Directors may not (1) increase the maximum number of
Shares for which Options may be granted under the Plan (other than increases due
to changes in capitalization as referred to in Section 8(h) hereof), or (2)
change the class of persons eligible to receive qualified incentive options. The
termination or any modification or amendment of the Plan shall not, without the
written consent of an Optionee, affect his or her rights under an Option or
right previously granted to him or her. With the written consent of the Optionee
affected, the Board of Directors or the Committee may amend outstanding option
agreements in a manner not inconsistent with the Plan. Without employee consent,
the Board of Directors may at any time and from time to time modify or amend
outstanding option agreements in such respects as it shall deem necessary in
order that incentive options granted hereunder shall comply with the appropriate
provisions of the Code and regulations thereunder which are in effect from time
to time respecting "Qualified Incentive Options." The Company's Board of
Directors may also suspend the granting of Options pursuant to the Plan at any
time and may terminate the Plan at any time; provided, however, no such
suspension or termination shall modify or amend any Option granted before such
suspension or termination unless (1) the affected participant consents in
writing to such modification or amendment or (2) there is a dissolution or
liquidation of the Company.
11. BINDING EFFECT
All decisions of the Board of Directors or the Committee involving the
implementation, administration or operation of the Plan or any offering under
the Plan shall be binding on the Company and on all persons eligible or who
become eligible to participate in the Plan.
12. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock
pursuant to Options exercised hereunder will be used for general corporate
purposes.
7
