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EXHIBIT 10.1
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STATE OF FRANKLIN SAVINGS BANK
STOCK INCENTIVE PLAN
(AS
ASSUMED BY JEFFERSON BANCSHARES INC. EFFECTIVE OCTOBER 31,
2008)
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TABLE OF CONTENTS
Section
Page
No.
No.
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----
1.
Establishment and Purpose of the
Plan.................................1
2.
Definitions...........................................................1
3.
Eligibility...........................................................2
4. Plan
Administration...................................................2
5.
Shares Subject to the
Plan............................................2
6.
Types of
Grants.......................................................2
7.
Options...............................................................2
8.
Stock Appreciation
Rights.............................................3
9.
Adjustments Upon Changes in
Capitalization............................3
10.
Termination and
Amendment.............................................3
11.
Non-Assignability.....................................................3
12. Exercise
by Estate....................................................3
13. General
Provisions....................................................3
14. Change of
Control of the Bank.........................................4
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STATE OF FRANKLIN SAVINGS BANK STOCK INCENTIVE PLAN
1. Establishment and Purpose of the Plan. The purpose of this
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Plan is to provide a flexible means of compensation and motivation
for
outstanding performance by employees of the Bank and its
Subsidiaries, directors
of the Bank, and other certain persons to further the growth and
profitability
of the Bank.
2. Definitions.
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Board or Board of Directors. The Board of Directors of the
---------------------------
Bank.
Common Stock. The
common stock of the Bank, $1.00 par value.
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Bank. State of Franklin Savings Bank, a bank chartered under
----
the laws of the State of Tennessee, and any successor or transferee
of
substantially all of its business or assets.
Employee. A full-time key employee of the Bank or a
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Subsidiary, including an officer who is such an employee.
Fair
Market Value. The fair
market value of the share of
-----------------
Common Stock as of such date as determined by the Board
ofDirectors.
Incentive Stock Option. Any Option intended to meet
the
----------------------
requirements of an incentive stock option as defined in Section
422.
Non-Oualified Stock Option. Any Option not intended to be
an
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Incentive Stock Option.
Option. An option to purchase Common Stock granted under the
------
Plan, including both an Incentive Stock Option and a Non- Qualified
Stock
Option.
Person. An individual, a partnership, a corporation, or any
------
other private, governmental or other entity.
Plan. The State of Franklin Savings Bank Stock Incentive Plan
----
herein set forth, as the same, may from time to time be
amended.
Rule
16b-3. Rule 16b-3 under the Securities Exchange Act of
----------
1934, as amended, and any successor rule or regulation.
Section 422. Section 422 of the Internal Revenue Code of 1986,
-----------
as amended, or any successor statute.
Stock Appreciation Right. A right to receive a payment equal
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to the excess of the (i) Fair Market Value of the shares of Common
Stock covered
by such right as of the date of exercise or termination over (ii)
such amount as
is determined by the Board of Directors at the time the Stock
Appreciation Right
is granted.
Subsidiary. Any business association (including a corporation
----------
or a partnership) in an unbroken chain of such associations
beginning with the
Bank if each of the associations (other than the last association
in such chain)
owns equity interests possessing 50% or more of the combined voting
power of all
classes of equity interests in one of the other associations in
such chain.
1
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3. Eligibility. A grant under this Plan may be made to any
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Employee, any director of the Bank, or any other person as to whom
the Board of
Directors determines that making such grant is in the best
interests of the
Bank; provided, however, that (i) no grant may be made to a
director of the Bank
who serves on the Board of Directors other than as provided under
Rule 16b-3,
and (ii) no grant of an Incentive Stock Option may be made to a
person other
than an Employee.
4. Plan Administration. This Plan shall be administered by the
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Board of Directors. The Board of Directors shall have full power to
interpret
and administer this Plan and full authority to act in selecting the
grantees and
in determining type and amount of grants, the terms and conditions
of grants,
and the terms of agreements which will be entered into with
grantees governing
such grants. The Board of Directors shall have the power to make
rules and
guidelines for carrying out the Plan and to make changes in such
rules and
guidelines from time to time as it deems proper. Any interpretation
by the Board
of Directors of the terms and provisions of the Plan and the
administration
thereof and all action taken by the Board of Directors shall be
final and
binding.
5. Shares Subject to the Plan. Subject to adjustment as
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provided in Section 9, the total amount of shares of Common Stock
available for
grant under this Plan (including the equivalent number of Stock
Appreciation
Rights) shall be up to [250,000] shares of Common Stock of the
Bank. Shares of
Common Stock issued hereunder may consist, in whole or in part, of
authorized
and unissued shares, treasury shares and shares acquired in the
open market or
by private purchase by the Bank. Any Common Stock which is
purchased shall be
purchased by the Bank at prices no higher than the Fair Market
Value of such
Common Stock at the time of purchase. If fo
