1ST Amended & Restated Non-employee Director Stock Option Plan

Exhibit 10.2


FIRST COMMUNITY BANK CORPORATION OF AMERICA
Second Amended and Restated
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


Table of Contents


ARTICLE I. ESTABLISHMENT AND PURPOSE 2 Section 1. Establishment 2 Section 2. Purpose 2 Section 3. Shares Subject to the Plan. 2 ARTICLE II. DEFINITIONS 2 Section 1. Definitions 2 Section 2. Usage 3 ARTICLE III. ADMINISTRATION 3 Section 1. Committee 3 Section 2. Organization 3 Section 3. Power and Authority 4 Section 4. Discretionary Authority 4 Section 5. No Liability 4 Section 6. Award Agreements 5 ARTICLE IV. NON-EMPLOYEE DIRECTORS ELIGIBLE TO PARTICIPATE 5 Section 1. Generally 5 Section 2. Obligations of Optionee 5 ARTICLE V. TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS 5 Section 1. Grant 5 Section 2. Number of Shares 5 Section 3. Option Price 6 Section 4. Method of Exercise 6 Section 5. Method of Payment 6 Section 6. Term and Exercise of Options 6 Section 7. Death or Other Termination of Position as a Non-Employee Director 7 Section 8. Delivery of Certificates Representing Shares 7 Section 9. Rights as a Stockholder 8 Section 10. Modification, Extension and Renewal of Options 8 Section 11. Listing and Registration of Shares 8 Section 12. Other Provisions 8


ARTICLE VI. MISCELLANEOUS 8 Section 1. Stock Adjustments 8 Section 2. Tax Absorption Payments 9 Section 3. Term of the Plan 10 Section 4. Amendment of the Plan; Termination 10 Section 5. Application of Funds 10 Section 6. No Implied Rights to Non-Employee Directors 10 Section 7. Withholding 10 Section 8. EEffective Date of Plan 11 Section 9. Compliance with Securities Laws 11 Section 10. Change in Control 11 Section 11. Indemnification of the Board 12


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FIRST COMMUNITY BANK CORPORATION OF AMERICA
Second Amended and Restated
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


ARTICLE I. Establishment and Purpose


Section 1. Establishment. First Community Bank Corporation of America (herein,
"Company") hereby establishes a stock option plan to be known as the
"First Community Bank Corporation of America Non-Employee Director Stock
Option Plan" (herein, "Plan").


Section 2. Purpose. The purpose of the First Community Bank Corporation of
America Non-Employee Director Stock Option Plan is to secure for Company
and its stockholders the benefits of the incentive inherent in increased
common stock ownership by the members of the Board of Directors of the
Company who are not employees of the Company or any of its Subsidiaries.


Section 3. Shares Subject to the Plan.
a) The maximum number of Shares that may be issued under the Plan shall be
three hundred thousand (300,000) Shares, subject to adjustment as
provided in Article VIss.1.
b) Such Shares may be issued through the purchase of:
i) authorized and unissued Shares;
ii) Shares acquired by the Company (treasury stock); or
iii) Shares issued pursuant to both Article I ss.3(b)(i) and (ii).
c) If an Option is surrendered or for any other reason ceases to be
exercisable in whole or in part, the Shares that are subject to such
Option, but as to which the Option has not been exercised, shall again
become available for offering under the Plan.


ARTICLE II. Definitions


Section 1. Definitions. The following words and terms as used herein shall have
that meaning set forth therefor in this Article II unless a different
meaning is clearly required by the context.
a) "Award" shall mean any Option or cash payment awarded under the Plan.
b) "Award Agreement(s)" shall mean any document, agreement, or certificate
deemed by the Committee as necessary or advisable to be entered into
with or delivered to a Participant in connection with the grant of an
Award under the Plan as further described in Article III ss.6 herein
c) "Board" or "Board of Directors" shall mean the Board of Directors of
the Company.
d) "Committee" is defined in Article III ss.1.
e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code shall include a reference
to any successor provision.
f) "Company" shall mean First Community Bank Corporation of America, a
Florida corporation, and its successors.


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FIRST COMMUNITY BANK CORPORATION OF AMERICA
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (cont.)


g) "Effective Date" is defined in Article VI ss.8.
h) "Fair Market Value" of the Shares shall mean the fair market value of
such Shares as determined by the Committee in good faith and based on
all relevant factors.
i) "NSO" shall mean a nonqualified stock option granted in accordance with
the provisions of Article V of the Plan.
j) "Non-Employee Director" shall mean a member of the Board of Directors
of the Company who is not an employee of the Company or any Subsidiary.
k) "Option" shall mean a NSO.
l) "Optionee" shall mean a Non-Employee-Director to whom an Option is
granted under the Plan and are as listed in Exhibit "A" attached hereto
and by reference made a part hereof.
m) "Participant" shall mean a Non-Employee Director, who in accordance
with the terms of the Plan, is approved by the Committee for
participation in the Plan as a receipient of an Award.
n) "Plan" shall mean the First Community Bank Corporation of America
Non-Employee Director Stock Option Plan, as set forth herein and as
amended from time to time.
o) "Shares" shall mean shares of the Class "B" common stock of the
Company.
p) "Subsidiary" shall mean any corporation that at the time qualifies as a
subsidiary of the Company under the definition of "subsidiary
corporation" contained in Section 424(f) of the Code.


Section 2. Usage. Whenever appropriate, words used in the singular shall be
deemed to include the plural and vice versa, and the masculine gender
shall be deemed to include the feminine gender.


ARTICLE III. Administration


Section 1. Committee.
a) This Plan shall be administered by the Board of Directors.
Notwithstanding the preceding sentence, the Board of Directors shall
delegate its authority to an options committee as appointed by the
Board of Directors (herein, "Committee") from time to time.
b) The Committee shall consist of not less than two (2) nor more than
seven persons, each of whom shall be a member of the Board.
c) The Board of Directors may from time to time remove members from, or
add members to, the Committee.
d) Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors.


Section 2. Organization. The Committee shall select
one of its members as chairman, and shall hold meetings at such time
and places as it may determine. The acts of a majority of the Committee
at which a quorum is present, or acts reduced to or approved in writing
by a majority of the members of the Committee, shall be valid acts of
the Committee.


Section 3. Power and Authority.


a) Subject to the provisions of the Plan, the Committee shall have full
authority, in its discretion:
i) to determine from among Non-Employee Directors those persons who
shall become Participants;
ii) to determine the nature, amount, vesting, and terms and conditions
of all Awards under the Plan, in accordance with and


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FIRST COMMUNITY BANK CORPORATION OF AMERICA
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (cont.)


subject to the specific limitations and requirements set forth in
the Plan;
iii) to interpret the Plan, the terms of all Awards, and Award
Agreements and any other agreement or instrument awarded, issued
or entered into under the Plan, and to prescribe, amend, and
rescind rules and regulations with respect to the administration
of the Plan;
iv) to determine in good faith the fair market value of the Shares in
accordance with reasonable valuation methods;
v) to determine in what manner the purchase price of the Shares shall
be paid;
vi) to modify, cancel, or replace any prior Option and amend the
relevant Award Agreements with the consent of the affected
Optionee, including amending such agreements to amend vesting
schedules, accelerate or extend vesting, extend exercise periods
or increase or decrease the option price for an Option, as it may
deem to be necessary; and
vii) to make, amend, and rescind rules and regulations relating to the
Plan.
b) The determination of the Committee shall be made in accordance with its
judgment as to the best interests of the Company and its shareholders
and in accordance with the purposes of the Plan
c) The interpretation and construction by the Committee of any provision
of the Plan, any Award or any other agreement or instrument awarded,
issued or entered into under the Plan, and all other determinations and
decisions of the Committee pursuant to the provisions of the Plan,
shall be final, conclusive, and binding on all Participants and other
affected persons.


Section 4. Discretionary Authority. The Committee's decision to authorize the
grant of an Award to a Non-Employee Director at any time shall not require
the Committee to authorize the grant of an Award to that director at any
other time or to any other director at any time; nor shall its
determination with respect to the size, type, or terms and conditions of
the Award to be granted to an Non-Employee Director at any time require it
to authorize the grant of an Award of the same size or type or with the
same terms and conditions to that director at any other time or to any
other director at any time. The Committee shall not be precluded from
authorizing the grant of an Award to any Non-Employee Director solely
because the director previously may have been granted an Award of any kind
under the Plan.


Section 5. No Liability.
a) Each member of the Committee shall be fully justified in relying or
acting in good faith upon any report made by the Company's accountants
and upon any other information furnished to the Committee or the Board
of Directors in connection with the Plan by any other professional
advisor of the Company.
b) In no event shall any person who is or shall have been a member of the
Committee be liable for any action taken or determination made or
omitted in good faith reliance upon any such report or information or
for any action, including the furnishing of information, taken or
omitted with respect to the Plan, if in good faith.


Section 6. Award Agreements. Options granted under the Plan pursuant to Article
V ss.1 herein shall be evidenced by written agreements in such form as the
Committee shall from time to time approve, which agreements:
a) shall comply with, and be subject to, the terms and conditions of the
Plan;
b) shall contain such restrictions as the Committee may determine to be
necessary in order that the granting of such Option shall be in
compliance with federal and state securities laws; and
c) may contain such other provisions not inconsistent with the Plan as the
Committee shall deem


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