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RESOURCE BANCSHARES MORTGAGE GROUP, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
ARTICLE I
PURPOSE; EFFECTIVE DATE; DEFINITIONS
1.1 Purpose. This Resource Bancshares Mortgage Group, Inc. Outside
Directors' Stock Option Plan is intended to secure for Resource Bancshares
Mortgage Group, Inc. and its stockholders the benefits of the incentive inherent
in common stock ownership by the Outside Directors of the Company, who are
responsible in part for the Company's growth and financial success, and to
afford such persons the opportunity to obtain and thereafter increase a
proprietary interest in the Company on a favorable basis and thereby share in
its success.
1.2 Effective Date. Subject to the approval of the Board and to
ratification by the Company's stockholders as provided in Section 5.8, this Plan
shall become effective as of July 27, 2000.
1.3 Definitions. Capitalized terms used in this Plan but not defined
herein are used herein as defined in the Option Agreement. In addition,
throughout this Plan, the following terms shall have the meanings indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.
(c) "Committee" shall mean the a committee of the Board that
is composed solely of two or more "nonemployee directors" within the meaning of
Rule 16b-3 promulgated under the Exchange Act.
(d) "Common Stock" shall mean the Common Stock, par value $.01
per share, of the Company.
(e) "Company" shall mean Resource Bancshares Mortgage Group,
Inc., a Delaware corporation.
(f) "Director" shall mean any member of the Board.
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(h) "Fair Market Value" shall mean, with respect to the Common
Stock on any
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day, the closing sales price of a share of Common Stock for the immediately
preceding or, if the principal market for trading the Common Stock is not open
or if no closing sales price of a share of Common Stock is available that day,
the closing sales price of a share of Common Stock for the day most immediately
preceding that day for which a closing sales price is available. The market
value of an Option granted under the Plan on any day shall be the market value
of the underlying Common Stock, determined as aforesaid, less the exercise price
of the Option.
(i) "Option" shall mean an option to purchase shares of Common
Stock awarded to an Outside Director pursuant to this Plan.
(j) "Option Agreement" shall mean an agreement between the
Company and an Outside Director, in substantially the form of Annex A to this
Plan, evidencing the award of an Option.
(k) "Option Shares" shall mean the shares of Common Stock
purchased upon exercise of an Option.
(l) "Outside Director" shall mean any Director other than a
Director who, at the time of an Option award to such Director hereunder, is a
full-time employee or executive officer of the Company or any subsidiary of the
Company.
(m) "Plan" shall mean this Resource Bancshares Mortgage Group,
Inc. Outside Directors' Stock Option Plan, as the same may be amended from time
to time.
(j) "Change of Control" shall mean:
(1) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of Common Stock (the
"Outstanding Company Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that for purposes of this
paragraph (1), the following acquisitions shall not constitute a Change
of Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (iv) any acquisition by
any corporation pursuant to a transaction which complies with
subparagraphs (i), (ii) and (iii) of paragraph (3) of this subsection
1.3(n); or
(2) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a Director subsequent to the date hereof
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whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the
Directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of Directors
or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board; or
(3) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company or the acquisition of assets of another
corporation (a "Business Combination"), in each case, unless, following
such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of
such corporation except to the extent that such ownership existed prior
to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(4) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
ARTICLE II
COMMITTEE
2.1 Committee Work. The Company's Senior Vice President for Human
Resources (or other person with the responsibilities of such an officer) shall
advise the Committee, upon
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request, as to the proper interpretation, construction and administration of
this Plan and the Options. Nevertheless, this Plan and the Options shall be
interpreted, construed and administered by the Committee alone. An Outside
Director may appeal to the Committee, in writing, any decision or action of the
Committee with respect to the Plan that adversely affects the Outside Director.
Upon review of such appeal, and in any other case where the Committee has acted
with respect to the Plan or Options, the decision on appeal or the
interpretation or construction by the Committee of any provision of this Plan or
of any Option shall be conclusive and binding on all parties. A majority of the
entire Committee shall constitute a quorum, and the action of a majority of the
members present at any meeting at which a quorum is present shall be deemed the
action of the Committee. In addition, any decision or determination reduced to
writing and signed by all members of the Committee shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held.
Subject to the provisions of the Plan and the Company's bylaws, the Committee
may make such additional rules and regulations for the conduct of its business
as it shall deem advisable and shall hold meetings at such times and places as
it may determine.
2.2 Good Faith Determinations.No member of the Committee or other
member of the Board shall be liable for any action or determination made in good
faith with respect to this Plan or any Option granted hereunder.
ARTICLE III
ELIGIBILITY; SHARES SUBJECT TO THE PLAN
3.1 Eligibility. Only Outside Directors shall be eligible to receive
Option awards under this Plan.
3.2 Shares Subject to the Plan. Subject to the provisions of Section
4.3(d) (relating to adjustment for changes in the Common Stock), the maximum
number of shares that may be issued under this Plan shall not exceed in the
aggregate 300,000 shares of Common Stock, as such number of shares may be
adjusted after July 27, 2000 pursuant to Section 4.3(d). Such shares may be
authorized and unissued shares or, in the alternative, authorized and issued
shares that have been reacquired by the Company as treasury stock. If any Option
awarded under this Plan shall for any reason terminate or expire or be
surrendered without having been exercised in full, then the underlying shares
not acquired by Option exercise shall be available again for grant hereunder.
ARTICLE IV
OPTION AWARDS
4.1 Grant of Options. As of July 27, 2000, each person who is then an
Outside Director shall be awarded an Option to purchase 10,000 shares of Common
Stock, in each case at an exercise price per share equal to the Fair Market
Value per share of Common Stock on the July 27, 2000. On September 1 of each
year during the term of the Plan (including September 1, 2000),
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the Committee, upon recommendation of the Company's Chief Executive Officer,
shall award Options to Outside Directors to purchase shares of Common Stock, in
each case at an exercise price equal to the Fair Market Value per share of
Common Stock on the September 1 that is the award date. The number of shares of
Common Stock that are subject to an Option to an Outside Director may not exceed
the number of shares recommended to the Committee for such Outside Director by
the Company's Chief Executive Officer. In making any such recommendation to the
Committee and the Committee's award of an Option, the Company's Chief Executive
Officer and the Committee may take into account the nature of the services
rendered by the Outside Director, other compensation payable to the Outside
Director by the Company, the capacity of the Outside Director to contribute to
the success of the Company and such other factors that the Company's Chief
Executive Officer and the Committee may consider relevant. Notwithstanding
Section 4.2 of the Plan, grants of options made prior to shareholder approval,
as provided in Section 5.8 of the Plan, shall be subject to such shareholder
approval and shall not be exercisable prior to such approval.
4.2 Vesting. Each Option shall be exercisable, in whole or in part, at
any time and from time to time during the Option Period, but not thereafter, to
the extent set forth in the schedule below:
if the period from then the maximum percentage of the Option
the date of the award Shares that may be purchased through such
until the Exercise Date is: Exercise Date is:
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less than 1 year, 20%
at least 1 year, 40%
but less than 2 years,
at least 2 years, 60%
but less than 3 years,
at least 3 years, 80%
but less than 4 years,
at least 4 years, 100%
Provided, however, that (i) in the event of a Change of Control of the type set
forth in paragraph (1), (2) or (4) of the definition of Change of Control and
(ii) immediately prior to the occurrence of a Change of Control of the type set
forth in paragraph (3) of the definition of Change of Control, each Option
outstanding under the Plan shall become exercisable in whole or in part without
regard to the foregoing schedule. In addition, each Option Agreement shall
provide for acceleration of exercisability in the event of death or permanent
and total disability (within the meaning of Section 22(e)(3) of the Code). Each
Option shall terminate on the expiration of its Option Period, if not earlier
terminated.
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4.3 Other Terms and Conditions. Each Option award under this Plan shall
be evidenced by an Option Agreement. The Option Agreements need not be identical
with one another, but each one shall include the substance of all of the
following terms and conditions:
(a) Numbers of Shares, Option Exercise Price and Vesting
Schedule. Each Option Agreement shall state the number of shares of
Common Stock to which it pertains, the Option exercise price and the
schedule by which the Options subject thereto shall become exercisable,
all in accordance with this Plan.
(b) Medium and Time of Payment. Upon exercise of an Option,
the Option exercise price shall be payable in United States dollars, in
cash (including check) or (unless the Board otherwise prescribes) in
shares of Common Stock owned by the optionee for a period of six
months, or in a combination of cash and such Common Stock. If all or
any portion of the Option exercise price is paid in Common Stock owned
by the optionee, then that stock shall be valued at its Fair Market
Value as of the date the Option is exercised. An Option shall be deemed
to be exercised on the date that the Company receives full payment of
the exercise price for the number of shares for which the Option is
being exercised. For the purpose of assisting an optionee to exercise
an Option, the Company may, in the discretion of the Board, make
recourse loans to the optionee or guarantee recourse loans made by
third parties to the optionee, in either case on such terms and
conditions as the Board may authorize.
(c) Minimum Exercise; No Transfers. Not less than 100 shares
of Common Stock may be purchased by Option exercise at any one time
unless the number purchased is the total number of shares in respect of
which the Option is then exercisable. No Option shall be assignable or
transferable by an optionee, and no other person shall acquire any
rights therein, except that the Option may be transferred by will or
the laws of descent or distribution or pursuant to a formal court order
in connection with the divorce of the optionee.
(d) Recapitalization; Reorganization. Subject to any action
required by the stockholders of the Company, the maximum number of
shares of Common Stock that may be issued under this Plan pursuant to
Section 3.2, the number of shares of Common Stock covered by each
outstanding Option and the per-share exercise price applicable to each
outstanding Option shall, in each case, be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment
of a stock dividend (but only on the Common Stock) or any other
increase or decrease in the number of such shares effected without
receipt of consideration by the Company.
Subject to any action required by the stockholders, in the
event of a Business Combination that does not result in a Change of
Control, each Option outstanding under the Plan shall pertain to and
apply to the securities or other consideration that a holder of the
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number of shares of Common Stock underlying the Option would have been
entitled to receive in the Business Combination. In the event of a
Business Combination that results in a Change of Control of the type
set forth in paragraph (c) of the definition of Change of Control or in
the event of the complete liquidation or dissolution of the Company,
then each outstanding Option shall terminate; provided however, that
each optionee shall, in such event, have the right immediately prior to
such Change of Control or complete liquidation or dissolution, to
exercise his or her Option in whole or in part without regard to any
installment provision that might be contained in the applicable Option
Agreement.
In the event of a change in the Common Stock as presently
constituted, which change is limited to a change of all of the
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any
such change shall be deemed to be Common Stock within the contemplation
of this Plan.
The foregoing adjustments shall be made by the Committee,
whose determination shall be conclusive.
Except as expressly provided in this subsection, the optionee
shall have no rights by reason of (i) any subdivision or consolidation
of shares of any class, (ii) any stock dividend, (iii) any other
increase or decrease in the number of shares of stock of any class,
(iv) any dissolution, liquidation, merger or consolidation or spin-off,
split-off or split-up of assets of the Company or stock of another
corporation or (v) any issuance by the Company of shares of stock of
any class or securities convertible into shares of stock of any class.
Moreover, except as expressly provided in this subsection, the
occurrence of one or more of the above-listed events shall not affect,
and no adjustment by reason thereof shall be made with respect to, the
number of, or the exercise price relative to, the shares of Common
Stock underlying the Option.
The grant of an Option pursuant to this Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes to, of or in its capital
or business structure or to merge, consolidate, dissolve or liquidate
or sell or transfer all or any part of its business or assets.
(e) Rights as a Stockholder. An optionee or a transferee of an
Option shall have no rights as a stockholder with respect to any shares
underlying his or her Option until the date of the issuance of a stock
certificate for those shares upon payment of the exercise price. 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, except as provided in subsection 4.3(d).
(f) Option Termination.
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(1) Each Option Agreement shall provide that, if the optionee
ceases to be a Director incidental to conduct that, in the judgment of
the Committee, involves a breach of fiduciary duty by such optionee or
other conduct detrimental to the Company, then his or her Option shall
terminate immediately and thereafter be of no force or effect.
(2) Each Option Agreement shall also provide that, if the
optionee ceases to be a Director for a reason other than conduct that,
in the judgment of the Committee, involves a breach of fiduciary duty
by such optionee or other conduct detrimental to the Company, then the
optionee may at any time within three months after he or she ceases to
be a Director exercise his or her Option but only to the extent the
Option was exercisable by him or her on the date he or she ceased to be
a Director (the unexercisable portion of the Option shall terminate and
thereafter be of no force or effect).
(3) Each Option Agreement also shall provide that, if the
optionee becomes permanently and totally disabled (within the meaning
of Section 22(e)(3) of the Code) while serving as a Director, then such
Option may be fully exercised not later than the expiration of twelve
months following such permanent and total disability by the optionee or
person, if any, appointed by a court to administer the affairs of the
optionee.
(4) Each Option Agreement also shall provide that, if the
optionee dies while serving as a Director, then such Option may be
fully exercised not later than the expiration of twelve months
following such death by the person or persons to whom his or her rights
under the Option shall pass by will or by the laws of descent or
distribution. In addition, each Option Agreement also shall provide
that, if the optionee dies within the three month period described in
clause (2) above or the one year period described in clause (3) above,
then his or her Option may be exercised at any time within one year
following his or her death by the person or persons to whom his or her
rights under the Option shall pass by will or by the laws of descent
and distribution, but only to the extent that such Option was
exercisable by him or her on his or her date of death.
(5) Each Option Agreement also shall provide for acceleration
of exercisability in the event of a Change of Control.
(6) Notwithstanding anything to the contrary in this
subsection, an Option may not be exercised by anyone after the
expiration of its term.
ARTICLE V
MISCELLANEOUS
5.1 Designation. This Plan may be referred to in other documents and
instruments as the "Resource Bancshares Mortgage Group, Inc. Outside Directors'
Stock Option Plan."
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5.2 Amendment, Suspension, Discontinuance and Termination of Plan. The
Committee may from time to time amend, suspend or discontinue this Plan or
revise it in any respect whatsoever for the purpose of maintaining or improving
its effectiveness as an incentive device, for the purpose of conforming it to
applicable governmental regulations or to any change in applicable law or
regulations, or for any other purpose permitted by law; provided, however, that
no such action by the Committee shall adversely affect any Option theretofore
awarded hereunder without the consent of the holder so affected; provided
further that any amendment to this Plan that would materially increase the
benefits accruing to participants hereunder, materially increase the number of
shares of Common Stock that may be issued upon exercise of Options granted
hereunder or materially modify this Plan's requirements as to eligibility for
participation herein must be approved by the stockholders of the Company. This
Plan will terminate on the date when all shares of the Common Stock received for
issuance under the Plan have been acquired upon exercise of Options granted
hereunder or on such earlier date as the Board may determine.
5.3 Governing Law. This Plan and all rights and obligations hereunder
shall be construed in accordance with and governed by the laws of the State of
South Carolina.
5.4 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including legal fees actually and necessarily incurred in
connection with the defense of any investigation, action, suit or proceeding, or
in connection with any appeal therefrom, 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 this Plan or any Option granted hereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in or dismissal or other discontinuance of any such investigation,
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such investigation, action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his or her duties, provided that, within 60 days after institution of any such
investigation, action, suit or proceeding, a Committee member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend the
same.
5.5 Reservation of Shares. The Company shall, at all times during the
term of this Plan and so long as any Option shall be outstanding, reserve and
keep available such number of shares of Common Stock as shall be sufficient to
satisfy the requirements hereof. Notwithstanding the foregoing, the inability of
the Company to obtain, from any regulatory body of appropriate jurisdiction,
authority considered by the Company to be necessary or desirable to the lawful
issuance of any shares of its Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock as
to which such requisite authority shall not have been obtained.
5.6 Application of Funds. The proceeds received by the Company from the
sale of
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Common Stock upon the exercise of Options will be used for general corporate
purposes.
5.7 No Obligation to Exercise.The award of an Option under this plan
shall impose no obligation upon the optionee to exercise that Option.
5.8 Approval of Stockholders. No Options awarded pursuant to this Plan
shall be enforceable against the Company unless and until the Plan shall have
been ratified by the stockholders of the Company.
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