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EXHIBIT 10.1
TRIDENT BANCSHARES, INC.
200[ ] STOCK OPTION PLAN
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a.
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"Bank" – TRIDENT BANCSHARES,
INC.
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b.
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"Code" – Internal Revenue Code
of 1986, as amended.
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c.
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"Committee" – the Compensation
Committee of the Board of Directors.
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d.
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"Common Stock" – common voting
stock of the Company.
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e.
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"Board" – voting members of
the Board of Directors of the Company.
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f.
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"Incentive Stock Option or ISO"
– an option granted under the Plan which constitutes an
"incentive stock option" within the meaning of Section 422 of
the Code.
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g.
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"Non-Qualified Stock Option or NQSO"
– an option granted under the Plan which does not qualify as
an ISO.
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h.
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"Option" – right to purchase
shares of Common Stock which may either be an ISO or a
NQSO.
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i.
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"Option Agreement" – formal
agreement for each grant with specific terms and conditions not
inconsistent with this Plan.
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j.
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"Optionee" – an eligible
person under Section 5 below who has been granted options
under this Plan.
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k.
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"Plan" – Trident National Bank
200[ ] Stock Option Plan.
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The purposes of the Plan are: (i) to assist
the Company in securing and retaining key employees and directors
of outstanding ability by making it possible to offer them an
increased incentive to join or continue in the service of the
Company; and (ii) to increase the key employees’ efforts
for the Company’s welfare by participating in the ownership
and growth of the Company. The Options granted under the Plan may
either be Incentive Stock Options or Non-Qualified Stock Options as
specified in the Option Agreement. Any Option that fails to qualify
as an ISO shall be a NQSO.
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3.
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SHARES SUBJECT TO THE
PLAN
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Subject to adjustments pursuant to the provisions
of Section 14, there shall be authorized and reserved for
issuance upon the exercise of Options to be granted under the Plan,
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([ ])
shares of Common Stock. If an Option expires or terminates for any
reason without being exercised in full, the unpurchased shares
subject to such Option shall again be available for purposes of the
Plan.
The Committee, whose members shall not be
participants in the Plan, will have complete authority to interpret
the Plan, make grants, and determine terms and conditions within
the context of the Plan.
1
Stock Option Plan
Page 2 of 5
The following persons are eligible to receive
Options under the Plan: Full-time key employees or directors of the
Company or its qualifying subsidiaries who are selected by the
Committee from time to time and who, in the opinion of the
Committee, have contributed in the past or who may be expected to
contribute materially in the future to the successful performance
of the Company.
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6.
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GRANTING OF OPTIONS; OPTION
EXERCISE PRICE
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The Board, upon recommendation of the Committee,
may grant Options to full-time key employees of the Company as
desirable. Any Option granted hereunder shall have a per share
option exercise price at least equal to the fair market value of a
share of the Common Stock on the date of the grant, except as
stated in paragraph 10 below. The Option exercise price shall be
subject to adjustments in accordance with the provisions of
Section 14 herein.
Subject to the provisions of Section 9
herein, the period during which each Option may be exercised shall
be fixed by the Committee at the time such Option is granted, but
such period shall expire not later than ten years from the date the
Option is granted.
The Options shall be exercised by written notice,
delivered to the Secretary of the Company and signed by the
Optionee or his or her successors stating the number of shares with
respect to which the Option is being exercised. Payment in full of
the Option price of the said shares must be made at the time of
exercise, and payment must be made in immediately available
funds.
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9.
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TERMINATION OF
OPTIONS
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All unexercised Options will terminate pursuant
to their terms; provided , however , that no Option
shall remain exercisable later than ninety (90) days after
Optionee’s separation or termination from the Company by
reason other than death or permanent disability. If an Optionee
should die or become permanently disabled prior to separation or
termination from the Company or within three (3) months after
such separation or termination, the right of the Optionee or his or
her successor in interest to exercise an Option shall terminate not
later than twelve (12) months after the date of death or
permanent disabi
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