Exhibit 10.2
SILVER STATE BANK
1997 EXECUTIVE STOCK OPTION
PLAN
The purpose of the Silver State Bank
Executive Stock Option Plan (the “Plan”) is to provide
deferred compensation to certain executives who served in a key
capacity and were responsible for performing the difficult tasks
required to start Silver State Bank (the “Bank”). Such
deferred compensation shall be based upon the grant of stock
options (the “Options”), the value of which is related
to the. appreciation in the value of the common stock of the
Bank.
Unless the context clearly indicates
otherwise, the following terms, when used in the Plan, shall have
the following meanings:
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2.1
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“Beneficiary” shall be the person or
persons who shall acquire the right to exercise an Option by
bequest or inheritance.
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2.2
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“Board of
Directors” or “Board” means the Board of
Directors of the Bank.
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2.3
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“Code” means the Internal Revenue
Code of 1986 as amended from time to time.
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2.4
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“Grantee” means a person to whom an
Option has been granted under the Plan.
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2.5
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“Option” means an option to purchase
shares of the Bank’s common stock.
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2.6
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“Term” means the period during which
a particular Option may be exercised.
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The Plan shall be administered by
the Board. The Board shall have authority to interpret the Plan, to
adopt and revise rules and regulations relating to the Plan, and to
make any other determinations which it believes necessary or
advisable for the administration of the Plan. Determinations by the
Board shall be made by majority vote and shall be final and binding
on all parties with respect to all matters relating to the
Plan.
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4.
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Nonqualified Stock Options
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It is intended that the Options
granted hereunder will not qualify as incentive stock options under
Section 422 (b) of the Code, and therefore are
nonqualified stock options.
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5.
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Number
and Source of Shares Subject To the Plan
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The Bank may grant Options under the
Plan for 44,270 shares of common stock (the “Shares”)
which shall be provided by the issuance of Shares authorized but
unissued.
The participants under this plan are
Tod W. Little, Corey L. Johnson and Calvin D. Regan
Options shall be granted to
Participants as the Board shall determine. Options shall be granted
at such time. or times, and in such quantities, and shall be
subject to such terms and conditions in addition to those set forth
in this Plan, as determined by the Board.
The exercise price for Options
granted under this Plan will be $.10 per share.
The term of the Options will be ten
years. Any Options not exercised within ten years will be
forfeited.
Options to the Participants shall
vest in accordance with the following schedule of years of
employment or service as a director following the date of grant of
such Options:
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Years Following Date of
Grant
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25%
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6 years
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50%
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7 years
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75%-
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8 years
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100%
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9 years’
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Notwithstanding the provisions of
the above schedule, all Options granted to a Participant shall
become fully exercisable upon (i) the Participant’s
termination of employment with the Bank due to death, disability or
retirement; (ii) the owners of a majority of shares of capital
stock of the Bank terminate the business of, or liquidate or
dissolve the Bank; (iii) substantially all of the assets of
the Bank are sold; (iv) the Bank merges or consolidates with
any other corporation and the Bank is not the surviving corporation
of such merger or consolidation; or, (v) the
Participant’s employment is terminated “without
cause” as determined by the Board.
For purposes of this Section, a
Participant will be considered disabled if such Participant’s
disability meets the definition of “disabled” in
Section 22 (e) (3) of the Code; and a participant
will be considered retired if the Participant’s employment
with the Bank terminates at or after the date the Participant
attains the age of 65.
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11.
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Exercise
of Options By Grantee
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a.
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Options shall
he exercised by delivering or mailing to the Board;
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2
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(1)
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a notice, in
the form and in the manner substantially as shown in Exhibit A
hereto, specifying the number of Shares to be purchased,
and
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(2)
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payment in full
in cash of the exercise price for the Shares purchased.
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b.
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Upon receipt of
the notice of exercise and upon payment of the exercise price, the
Bank shall promptly deliver to the Grantee a certificate or
certificates for the Shares purchased, without charge to him for
issue or transfer tax.
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