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Suncoast Bancorp - Director Stock Option Plan
SUNCOAST BANCORP, INC.
DIRECTOR STOCK OPTION PLAN
ARTICLE I
Definitions
As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary:
(a) "Board" or "Board of Directors" shall mean the board of directors of the Company.
(b) "Change of Control" shall mean (i) the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Company Voting Securities"), provided, however, that any acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Company Voting Securities shall not constitute a Change of Control; or (ii) individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, 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 purposes, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a- 11 of Regulation 14A promulgated under the Exchange Act); or (iii) approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the beneficial owners of the Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, 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 reorganization, merger or consolidation, or a complete
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liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.
(c) "Company" shall mean Suncoast Bancorp, Inc., a Florida corporation, and its successors.
(d) "Director" shall mean any individual who is serving as a director of the Company or any of its subsidiaries.
(e) "Option" shall mean an option to purchase Stock granted by the Company pursuant to the provisions of this Plan.
(f) "Option Price" shall mean the purchase price of each share of Stock subject to Option, as defined in Section 5.2 hereof.
(g) "Optionee" shall mean a Director who has received an Option granted by the Company hereunder.
(h) "Plan" shall mean this Suncoast Bancorp, Inc. Director Stock Option Plan.
(i) "Service" shall mean the tenure of an individual as a Director of the Company or any of its Subsidiaries or any predecessor (including tenure with a corporation or other entity prior to the date that it became a Subsidiary).
(j) "Stock" shall mean the common stock of the Company, par value $.01 per share, or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different class of stock or securities of the Company or some other corporation, such other stock or securities.
(k) "Stock Option Agreement" shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Stock pursuant to the Plan.
(l) "Stock Option Committee" shall mean the committee administering the Plan, pursuant to Article III hereof.
(m) "Subsidiary" shall mean any corporation or other entity which qualifies as a subsidiary of a corporation under the definition of "subsidiary corporation" contained in Section 424(f) of the Code.
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ARTICLE II
The Plan
2.1 Name. This plan shall be known as the "Suncoast Bancorp, Inc. Director Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to compensate the Directors in recognition of their efforts in organizing the Company and its Subsidiary, and the risk incurred during the organizational process.
2.3 Effective Date. The Plan shall become effective on October 15, 1998 (which is the same date the Plan was adopted by the Company's Board of Directors).
2.4 Participants. Only Directors of the Company and its Subsidiaries shall be eligible to receive Options under the Plan.
ARTICLE III
Plan Administration
3.1 Stock Option Committee. This Plan shall be administered by the Board of Directors of the Company (the "Stock Option Committee").
3.2 Power of the Stock Option Committee. The Stock Option Committee shall have full authority and discretion: (a) to determine, consistent with the provisions of this Plan, which of the Directors will be granted Options to purchase any shares of Stock which may be issued and sold hereunder as provided in Section 4.1 hereof, the times at which Options shall be granted, and the number of shares of Stock covered by each Option; (b) to determine the Option Price (subject to Section 5.2 hereof) and other terms and provisions of each respective Stock Option Agreement, which need not be identical; (c) to determine whether the Options granted pursuant to this Plan shall be Incentive Stock Options or Nonstatutory Stock Options; (d) to construe and interpret the Plan; and (e) to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding upon all persons for all purposes. Unless otherwise indicated by the Stock Option Committee, Options granted pursuant to this Plan shall be Incentive Stock Options.
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ARTICLE IV
Shares of Stock Subject to Plan
4.1 Limitations. Subject to adjustment pursuant to the provisions of Section 4.3 hereof, the number of shares of Stock which may be issued and sold hereunder pursuant to Stock Option Agreements shall not exceed forty-two thousand (42,000) shares. Shares subject to Options which terminate or expire prior to exercise shall be available for future Options.
4.2 Options Granted Under Plan. Shares of Stock with respect to which an Option granted hereunder shall have been exercised shall not again be available for Option hereunder. If Options granted hereunder shall terminate for any reason without being wholly exercised, then the Stock Option Committee shall have the discretion to grant new Options to Optionees hereunder covering the number of shares to which such terminated Options related.
4.3 Stock Adjustments; Mergers. Notwithstanding Section 4.1, in the event the outstanding shares of Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of any other corporation by reason of any merger, sale of stock, consolidation, liquidation, recapitalization, reclassification, stock split up, combination of shares, or stock dividend, the total number of shares set forth in Section 4.1 shall be proportionately and appropriately adjusted by the Board. If the Company continues in existence, the number and kind of shares that are subject to any Option and the Option Price per share shall be proportionately and appropriately adjusted without any change in the aggregate price to be paid therefor upon exercise of the Option. If the Company will not remain in existence or a majority of its Stock will be purchased or acquired by a single purchaser or group of purchasers acting together, then the Board may (i) declare that all Options shall terminate 30 days after the Board gives written notice to all Optionees of their immediate right to exercise all Options then outstanding (without regard to limitations on exercise otherwise contained in the Options), or (ii) notify all Optionees that all Options granted under the Plan shall apply with appropriate adjustments as determined by the Board to the securities of the successor corporation to which holders of the numbers of shares subject to such Options would have been entitled, or (iii) some combination of aspects of (i) and (ii). The determination by the Board as to the terms of any of the foregoing adjustments shall be conclusive and binding. Any fractional shares resulting from any of the foregoing adjustments under this section shall be disregarded and eliminated.
4.4 Change of Control. Upon a Change of Control, all Options granted under the Plan shall become exercisable immediately notwithstanding the provisions of the respective Option agreements regarding exercisability.
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ARTICLE V
Options
5.1 Option Grant and Agreement. Each Option granted hereunder shall be evidenced by minutes of a meeting of the Stock Option Committee authorizing the same and by a written Stock Option Agreement dated as of the date of grant and executed by the Company and the Optionee, which Stock Option Agreement shal...
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