EXHIBIT 10.1
BANK OF THE OZARKS,
INC.
STOCK OPTION PLAN
As Amended On April 17,
2007
1. Purpose . The purpose of
the Stock Option Plan is to attract and retain the best available
talent and encourage the highest level of performance by executive
officers and key employees of Bank of the Ozarks, Inc. (the
“Company”) and its Subsidiaries (as defined) and to
provide them with incentives to put forth maximum efforts for the
success of the Company’s business and to serve the best
interests of the Company’s stockholders. All options granted
under the Plan are intended to be nonstatutory stock
options.
2. Definitions . The
following capitalized terms, when used in the Plan, will have the
following meanings:
(a) “Act” means the
Securities Exchange Act of 1934, as in effect from time to
time.
(b) “Board” means the
Board of Directors of the Company.
(c) “Code” means the
Internal Revenue Code of 1986, as in effect from time to
time.
(d) “Common Stock” means
the common stock, par value $.01 per share, of the Company or any
security into which such common stock may be changed by reason of
any transaction or event of the type described in Paragraph
6.
(e) “Compensation
Committee” means the Compensation Committee which is a
committee of the Board whose members are appointed by the Board
from time to time. All of the members of the Compensation
committee, which may not be less than two, are intended at all
times to qualify as “outside directors” within the
meaning of Section 162(m) of the Code and as
“Non-Employee Directors” within the meaning of Rule
16b-3; provided, however, that the failure of a member of such
committee to so qualify shall not be deemed to invalidate any Stock
Option granted by such committee.
(f) “Date of Grant”
means the date specified by the Compensation Committee or the
Board, as applicable, on which a grant of Stock Options will become
effective (which date will not be earlier than the date on which
such committee or the Board takes action with respect
thereto).
(g) “Market Value per
Share” means the fair market value per share of the Common
Stock on the Date of Grant determined on the basis of the average
of the highest asked price and the lowest reported bid price
reported on The Nasdaq Stock Market Inc’s. National Market;
provided, however, that for purposes of any options granted on the
effective date of the Company’s initial public offering,
Market Value Per Share shall mean the initial public offering price
of the shares sold by the Company on such date.
(h) “Option Price” means
the purchase price per share payable upon exercise of a Stock
Option.
(i) “Participant” means
a person who is selected by the Compensation Committee or the
Board, as applicable, to receive Stock Options under Paragraph 5 of
the Plan and who is at that time an executive officer or other key
employee of the Company or any Subsidiary.
(j) “Rule 16b-3” means
Rule 16b-3 under Section 16 of the Act, as such Rule is in
effect from time to time.
(k) “Stock Option” means
the right to purchase a share of Common Stock upon exercise of an
option granted pursuant to Paragraph 5.
(l) “Subsidiary” means
any corporation, partnership, joint venture or other entity in
which the Company owns or controls, directly or indirectly, not
less than 50% of the total combined voting power or equity
interests represented by all classes of stock issued by such
corporation, partnership, joint venture or other entity.
3. Shares Available Under
Plan . The shares of Common Stock which may be issued under the
Plan will not exceed in the aggregate 2,290,000 shares, subject to
adjustment as provided in this Paragraph 3.
(a) Any shares of Common Stock which
are subject to Stock Options that are terminated unexercised,
forfeited or surrendered or that expire for any reason will again
be available for issuance under the Plan.
(b) The shares available for
issuance under the Plan also will be subject to adjustment as
provided in Paragraph 6.
4. Individual Limitation on Stock
Options . The maximum aggregate number of shares of Common
Stock with respect to which Stock Options may be granted to any
Participant during any calendar year will not exceed 140,000 shares
(adjusted to give effect to each of two 2-for-1 stock splits,
effected by issuing one share of common stock for each share
outstanding, on June 17, 2002 and December 10,
2003).
5. Grants of Stock Options .
The Compensation Committee or the Board may from time to time
authorize grants to any Participant of Stock Options upon such
terms and conditions as such committee or the Board, as applicable,
may determine in accordance with the provisions set forth
below.
(a) Each grant will specify the
number of shares of Common Stock to which it pertains.
(b) Each grant will specify the
Option Price, which will not be less than 100% of the Market Value
per Share on the Date of Grant.
(c) Each grant will specify whether
the Option Price will be payable (i) in cash or by check
acceptable to the Company, (ii) by the transfer to the Company
of shares of Common Stock owned by the Participant for at least six
months (or, with the consent of the Compensation Committee or
Board, as applicable, for less than six months) having an aggregate
fair market value per share at the date of exercise equal to the
aggregate Option Price,
