PARTNERS FINANCIAL CORPORATION 2006 STOCK INCENTIVE PLANEquity Incentive Plan Agreement |
|
|
You are currently viewing: This Equity Incentive Plan Agreement involves
PARTNERS FINANCIAL CORP. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Equity Incentive Plan Agreement by:
Exhibit 10.3
PARTNERS FINANCIAL CORPORATION
2006 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page |
1. |
|
PURPOSE |
|
1 |
||
2. |
|
DEFINITIONS |
|
1 |
||
3. |
|
ADMINISTRATION OF THE PLAN |
|
5 |
||
|
|
3.1. |
|
Board |
|
5 |
|
|
|
3.2. |
|
Committee |
|
5 |
|
|
|
3.3. |
|
Terms of Awards |
|
7 |
|
|
|
3.4. |
|
No Liability |
|
7 |
|
4. |
|
STOCK SUBJECT TO THE PLAN |
|
7 |
||
5. |
|
EFFECTIVE DATE, DURATION AND AMENDMENTS |
|
7 |
||
|
|
5.1. |
|
Effective Date |
|
7 |
|
|
|
5.2. |
|
Term. |
|
7 |
|
|
|
5.3. |
|
Amendment and Termination of the Plan |
|
7 |
|
6. |
|
AWARD eligibility AND LIMITATIONS |
|
8 |
||
|
|
6.1. |
|
Employees, Service Providers and Other Persons |
|
8 |
|
|
|
6.2. |
|
Non-Employee Directors |
|
8 |
|
|
|
6.3. |
|
Maximum Annual Grants |
|
8 |
|
7. |
|
AWARD AGREEMENT |
|
8 |
||
8. |
|
TERMS AND CONDITIONS OF OPTIONS |
|
8 |
||
|
|
8.1. |
|
Option Price |
|
8 |
|
|
|
8.2. |
|
Vesting |
|
8 |
|
|
|
8.3. |
|
Term. |
|
8 |
|
|
|
8.4. |
|
Termination of Service |
|
9 |
|
|
|
8.5. |
|
Limitations on Exercise of Option |
|
9 |
|
|
|
8.6. |
|
Method of Exercise |
|
9 |
|
|
|
8.7. |
|
Rights of Holders of Options. |
|
9 |
|
|
|
8.8. |
|
Delivery of Stock Certificates. |
|
9 |
|
|
|
8.9. |
|
Transferability of Options. |
|
9 |
|
|
|
8.10. |
|
Family Transfers. |
|
9 |
|
|
|
8.11. |
|
Limitations on Incentive Stock Options |
|
10 |
|
9. |
|
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS |
|
10 |
||
|
|
9.1. |
|
Right to Payment and Grant Price |
|
10 |
|
|
|
9.2. |
|
Other Terms |
|
10 |
|
10. |
|
FORM OF PAYMENT FOR OPTIONS |
|
10 |
||
|
|
10.1. |
|
General Rule |
|
10 |
|
|
|
10.2. |
|
Surrender of Stock. |
|
11 |
|
|
|
10.3. |
|
Cashless Exercise |
|
11 |
|
|
|
10.4. |
|
Other Forms of Payment |
|
11 |
|
11. |
|
PERFORMANCE AWARDS |
|
11 |
||
12. |
|
PARACHUTE LIMITATIONS |
|
11 |
||
13. |
|
REQUIREMENTS OF LAW |
|
12 |
||
|
|
13.1 |
|
General |
|
12 |
|
|
|
13.2. |
|
Rule 16b-3 |
|
12 |
|
14. |
|
EFFECT OF CHANGES IN CAPITALIZATION |
|
12 |
||
|
|
14.1. |
|
Changes in Stock |
|
12 |
|
|
|
14.2. |
|
Reorganization in Which the Company Is the Surviving Entity Which Does Not Constitute a Corporate Transaction. |
|
13 |
|
|
|
14.3. |
|
Corporate Transaction |
|
13 |
|
|
|
14.4. |
|
Adjustments. |
|
14 |
|
|
|
14.5. |
|
No Limitations on Company |
|
14 |
|
15. |
|
GENERAL PROVISIONS |
|
14 |
||
|
|
15.1. |
|
Disclaimer of Rights |
|
14 |
|
- i -
|
|
15.2. |
|
Nonexclusivity of the Plan |
|
14 |
|
|
|
15.3. |
|
Withholding Taxes |
|
14 |
|
|
|
15.4. |
|
Captions |
|
15 |
|
|
|
15.5. |
|
Other Provisions |
|
15 |
|
|
|
15.6. |
|
Number and Gender |
|
15 |
|
|
|
15.7. |
|
Severability |
|
15 |
|
|
|
15.8. |
|
Governing Law |
|
15 |
- ii -
PARTNERS FINANCIAL CORPORATION
2006 STOCK INCENTIVE PLAN
Partners Financial Corporation, a Florida corporation (the "Company"), sets forth herein the terms of its 2006 Stock Incentive Plan (the "Plan"), as follows:
1. PURPOSE
The Plan is intended to enhance the Companys and its Affiliates (as defined herein) ability to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options and stock appreciation rights. Any of these awards may, but need not, be made as performance awards to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.
2. DEFINITIONS
For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:
2.1 "Affiliate" means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
2.2 "Award" means a grant of an Option or Stock Appreciation Right.
2.3 "Award Agreement" means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.
2.4 "Board" means the Board of Directors of the Company.
2.5 "Cause" means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or an Affiliate; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or an Affiliate; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person.
2.6 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.
2.7 "Committee" means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2.
2.8 "Company" means Partners Financial Corporation.
2.9 "Corporate Transaction" means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of t
