Exhibit (10)(ww)
AMERICAN BANCSHARES, INC. AND
AMERICAN BANK OF BRADENTON
INCENTIVE STOCK OPTION PLAN OF 1996
as amended on October 19,
2006
1. Purpose of Plan
The purpose of this Stock Option
Plan (“Plan”) is to aid American Bancshares, Inc. (the
“Corporation”) and American Bank of Bradenton (the
“Bank”) in securing and retaining top management key
employees of outstanding ability by making it possible to offer
them an increased incentive, in the form of a proprietary interest
in the Corporation, to join or continue in the service of the
Corporation and/or the Bank and to increase their efforts for its
welfare and success.
2. Definitions
As used in this Plan, the following
words shall have the following meanings:
(a) “Board” shall mean
the Board of Directors of the Corporation;
(b) “Code” shall mean
the Internal Revenue Code of 1986, as amended;
(c) “Common Shares”
shall mean the $1.175 par value common shares of American
Bancshares, Inc.;
(d) “Bank” shall mean
American Bank of Bradenton, a Florida banking corporation, which is
a wholly-owned subsidiary of American Bancshares, Inc. ;
(e) “Corporation” shall
mean American Bancshares, Inc., a Florida corporation with its
principal office located in Bradenton, Florida;
(f) “Disability” shall
mean the Participant’s inability to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period
of not less than twelve (12) months;
(g) “Incentive Stock
Option” shall have the meaning of a stock option to purchase
Common Shares, which is intended to qualify as an incentive stock
option defined in Code Section 422;
(h) “Key Employee” shall
have the meaning of any person in the regular full-time common law
employment of the Corporation or any Subsidiary, as an executive or
non-executive officer thereof, who in the opinion of the Board, is
or is expected to be primarily responsible for the management,
growth or protection of some part or all of the business of the
Corporation;
(i) “Option” shall mean
an Incentive Stock Option;
(j) “Parent” shall have
the meaning of the any corporation in an unbroken chain of
corporations if each of the corporations own stock possessing fifty
(50%) percent or more of the total combined voting power of
all classes of stock in one of the other corporations in such
chain;
(k) “Participant” shall
have the meaning of a person to whom an Option is granted that has
not expired and ceased to be exercisable under the Plan;
and
(l) “Subsidiary” shall
have the meaning of any corporation other than the Corporation in
an unbroken chain of corporations beginning with the Corporation of
each of the corporations other than the last corporation in the
unbroken chain owns fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
3. Administration of Plan
The Plan shall be administered by
the Board. In the event that a director of the Board is eligible to
be selected for the grant of an Option during such membership as a
director, such director shall recuse himself and not participate in
the discussion or vote on the award of the Option to him. The Board
shall have the power and authority to administer, construe, and
interpret the Plan, to make rules for carrying it out and to make
changes in such rules.
4. Granting of Options and $100,000
Limitation
The Board may from time to time
grant Options under the Plan to such Key Employees and subject to
the limitations of paragraph (a) of Section 7, for such
number of shares as the board may determine after receiving
recommendations from the compensation committee or the executive
officers of the Corporation and/or Bank that employs the
Participant. Subject to the provisions of the Plan, the Board may
impose such terms and conditions as it deems advisable on the grant
of an Option. Any of the foregoing to the contrary notwithstanding,
the following limitations shall apply to the grant of any Incentive
Stock Option:
(a) The aggregate fair market value,
determined at the time the Incentive Stock Option is granted, of
the stock received from the exercise of options granted hereunder
by a Participant for the first time during any calendar year shall
not exceed $100,000.
(b) Any Option granted to a
Participant, who immediately before such grant owns stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of stock either of the Corporation or
any Subsidiary shall not be an Incentive Stock Option, unless
(i) at the time such Option is granted the Option price per
share is not less than one hundred ten percent (110%) of the
optioned stock’s then fair market value; and (ii) the
Option shall not be
exercisable after the expiration of
five (5) years from the date of the grant of the
Option.
5. Terms of Options
The terms of each Option granted
under the Plan shall be as determined from time to time by the
Board and shall be set forth in an Incentive Stock Option Agreement
in a form attached hereto as Exhibit “A” and approved
by the Board; provided, however, the terms of such agreement shall
not exceed the following limitations:
(a) Subject to paragraph (b) of
section 4 with regard to ten percent (10%) owners, the Option
price per share shall not be less than one hundred percent
(100%) of the fair market value of the optioned stock at the
time the Option is granted.
(b) Subject to paragraph (e) of
this section, the Option shall be exercisable in whole or in part
from time to time during the period beginning to date of grant of
the Option, and ending no later than the expiration of ten
(10) years from the date of grant of the Option, unless an
earlier expiration date shall be stated in the Option or the Option
shall cease to be exercisable pursuant to paragraph (d) of
this Section 5.
(c) Payment in full of the Option
price for shares purchased pursuant to an Option shall be made upon
exercise of the Option (in whole or in part) and shall be made in
cash.
(d) If a Participant’s
employment with the Corporation or the Bank terminates, the
following rules shall apply:
(i) If a Participant’s
employment with the Corporation or the Bank terminates other than
by reason of the Participant’s death, disability or
retirement after reaching age 65, the Participant’s Option
shall thereupon expire and cease to be exercisable upon the
expiration of the earlier of ten (10) years from the date of
grant of the Option, or three (3) months from the date of such
termination.
(ii) If the Participant’s
employment with the Corporation or the Bank terminates by reason of
his death, the Participant’s Option shall terminate and cease
to be exercisable upon the expiration of the earlier of ten
(10) years from the date of grant of the Option, or one
(l) year from the date of death. Such Option may be exercised
by the duly appointed personal representative of the deceased
Participant’s estate.
(iii) If a Participant’s
employment with the Corporation or the Bank terminates by reason of
Disability, the Participant’s Option shall terminate and
cease to be exercisable upon the expiration of the earlier of ten
(l0) years from the date of grant of the Option, or one
(l) year from the date of such termination in the case of
Disability.
(iv) If a Participant’s
employment with the Corporation or the Bank terminates by reason of
retirement after reaching age 65 (other than for Disability), the
Participant’s Option shall expire and cease to be exercisable
upon the expiration of the earlier of ten (10) years from the
date of grant of the Option, or three (3) months from the date
of such termination.
(v) Notwithstanding anything
contained herein to the contrary, if a Participant’s
employment with the Corporation or the Bank is terminated for cause
(fraud, embezzlement, failure to perform job responsibilities,
etc.) as determined by the Board, in the Board’s sole
discretion, or if a Participant competes with the Corporation or
the Bank, any Option granted to that Participant shall be
immediately revoked and terminated and the Participant shall have
no further rights under this Plan. For purposes of this Plan,
competition with the Corporation or the Bank shall include director
or indirect ownership of or employment with a financial services
business within a 100 mile radius of any office operated by the
corporation or any of its subsidiaries.
(e) Notwithstanding any other
provision herein, the options granted hereunder shall vest and be
exercisable on a cumulative basis for one-third of the shares
covered thereby on each of the first three anniversaries of the
grant thereof.
In the event that the Corporation
has a change of control in which fifty-one percent (51%) or
more of the stock of the corporation is acquired or the Corporation
is merged or consolidated with another corporation in an
acquisition transaction or the Corporation sells substantially all
of the assets of the Corporation, or the Bank is merged or
consolidated with another Bank not owned at least 50% by the
Corporation or its Subsidiary or the Bank has a change of control
in which 51% or more of the stock of the Bank is acquired or the
Bank sells substantially all of its assets, then immediately prior
to any such transaction, the vesting schedule set forth above shall
not be applicable and the holder of any options granted hereunder
shall be 100% vested in such options, subject to the other terms
and conditions herein.
6. Exercise of Options
The holder of an Option who decides
to exercise the Option in whole or in part shall give notice to the
Secretary of the Corporation of such exercise in writing on a form
approved by the Board. Any exercise shall be effective as of the
date specified in the notice of exercise, but not earlier than the
date the notice of exercise and payment in full of the Option price
is actually received and in the hands of the Secretary of the
Corporation.
7. Limitations and
Conditions
(a) The total number of Common
Shares that may be optioned as Incentive Stock Options under the
Plan is One Hundred and Fifty Thousand (150,000) shares of
American Bancshares, Inc.’s $1.175 par value common shares.
Such total number of shares may consist, in whole or in part, of
unissued shares or
reacquired shares. The foregoing
number of shares may be increased or decreased by the events set
forth in Section 9.
(b) There shall be no limitations on
the amount of Common Shares that may be optioned as Incentive Stock
Options under the Plan as set forth in Section 7(a)
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