NON-QUALIFIED STOCK
OPTION PLAN
The following Non-Qualified Stock
Option Plan is adopted by First State Bank of Sarasota
(“Employer”) as of May 15, 1996 .
WHEREAS, the Board of Directors of
the Employer considered a stock option plan for its Directors,
Officers and certain key employees (“Participants”) at
its regular Board of Director’s Meeting on May 15,
1996 .
WHEREAS, after due consideration and
discussion, it was determined and resolved by the Board of
Directors to be in the best interests of the Bank to allocate and
designate one hundred thousand (100,000) unissued, but authorized,
shares of voting common stock of the Bank for the purpose of
providing stock options to Directors, Officers and certain key
employees to motivate and retain said individuals, upon whose
judgment, initiative, leadership and continued effort, the success
of Employer in a large measure depends;
NOW THEREFORE, the Employer adopts
the following Stock Option Plan:
1.
Share Options . The plan shall be implemented and carried
out by an allocation and designation of one hundred thousand
(100,000) unissued but authorized shares of stock of the Employer.
The Board of Directors of the Employer may grant options to the
Participants from time to time in such amounts as the Board of
Directors determines in accordance with the terms and conditions of
this Non-Qualified Stock Option Plan.
2.
Share Price . The share price of a stock option shall not be
less than the greater of the fair market value of the date the
option is granted on such shares or the par value thereof as
determined by the Board of Directors; however, if such shares are
not publicly traded, the book value of such shares may be
substituted for the fair market value.
3.
Time of Exercise of Option . The Participant may exercise
his/her option to purchase all or any part of the option shares at
any time upon the occurrence of any event set forth below:
a. The acquisition by any person or
entity of direct or indirect beneficial ownership of 25% or more of
the combined voting power of the Employer’s outstanding
common stock;
b. The first purchase of common stock
pursuant to a tender or exchange offer (other than such an offer
made by the Employer);
c. The approval of the shareholders
of:
(1) a merger or consolidation of the
Employer, unless the Employer is the surviving corporation and no
capital reorganization or reclassification or other change
in the
Employer’s then outstanding share of common stock occurs;
(2) a sale or disposition of all or
substantially all of the Employer’s assets; and
(3) liquidation or dissolution of the
Employer;
d. A situation in which the
individuals who constitute the Board of Directors at the beginning
of a two-year period cease to constitute a majority of the Board of
Directors during the two-year period, unless the nomination or
election of the new Directors was approved by at least two-third of
the Directors still in office who were Directors at the beginning
of the two-year period;
e. During the period as designated by
the Board of Directors in the Stock Option Agreement which period
shall not exceed ten (10) years after the issuance of the
stock option.
f. The majority vote of the Board of
Directors, which authorizes the Participants to exercise the
option.
Any of the options provided above
shall remain effective only so long as the Participant remains
employed by or serves on the Board of Directors of the Employer at
all times beginning with the date of the grant of the option and
ending three months prior to the exercise of the option, unless
otherwise provided by Employer. If the Participant is discharged
for good cause, all rights to the option shall cease. Good cause
shall be defined as the removal from office by any state or federal
banking or non-banking authority, a willful violation of any rule
or law of any state or federal banking authority having
jurisdiction over the bank or conviction of a felony.
4.
Capital Adjustments . The existence of any option shall not
effect in any way the right of power of the Employer or
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the
Employer’s capital structure or its business; any merger or
consolidation of the Employer; any issues of bonds, debentures,
preferred or prior preferenced stocks ahead of or effecting the
common stock or the rights of the common stock; the issuance of any
securities, convertible into any other securities or of any other
rights, options or warrants to purchase any convertible securities;
the dissolution of the Employer, or any sale or transfer of all or
any part of i
