Exhibit 10
FIRST
BANCORP
2007
EQUITY PLAN
STOCK
OPTION AND PERFORMANCE
UNIT
AWARD AGREEMENT
THIS STOCK OPTION AND PERFORMANCE UNIT AWARD AGREEMENT (this
“ Agreement
”), made effective as of ____________, 2008 (the “
Grant
Date ”), is by and between _____________________ (the
“ Participant
”) and First Bancorp (the “ Company
”).
BACKGROUND
STATEMENT
The
Company maintains the First Bancorp 2007 Equity Plan (the
“ Plan
”), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the
Compensation Committee of the Company’s Board of
Directors, which administers the Plan (the “ Committee
”), to receive the Awards specified in this Agreement
pursuant to the Plan. On the Grant Date, the
Participant was granted the Awards described herein under the
Plan and to be evidenced by this Agreement, which may be
physically executed and delivered after the Grant
Date.
NOW, THEREFORE, IT IS AGREED , by and between the Company
and the Participant, as follows:
1. Terms
of Stock Option Award .
(a)
Grant of
Options . Pursuant to the Plan, the Company
hereby grants to the Participant, as of the Grant Date,
options (the “ Options
”) to purchase all or any part of an aggregate of
_______ shares of the Company’s Common Stock (the
“ Option
Shares ”), subject to, and in accordance with,
the terms and conditions set forth in this Agreement and the
Plan. The exercise price for the Options (the
“ Exercise
Price ”) is $______ per Option
Share. The Options and this Agreement are subject
to all of the terms and conditions of the Plan, which terms
and conditions are hereby incorporated by reference, and,
except as otherwise expressly set forth herein, the
capitalized terms used in this Agreement shall have the same
definitions as set forth in the Plan.
(b)
Nonqualified
Stock Options . The Options are not intended
to constitute “incentive stock options” as that
term is used in Section 422 of the Internal Revenue Code, as
amended.
(c)
Period of
Exercise . Subject to the limitations of
this Agreement (including, without limitation, the vesting
requirements specified in this Agreement) and the Plan, the
Options shall be exercisable for a period of ten years
beginning on the Grant Date and ending on ____________, 2018
(the “ Expiration
Date ”).
(d)
Vesting
. The Options shall vest in accordance with the
terms of paragraph 3 of this Agreement.
(e)
Exercise of
Options . Subject to the terms of this
Agreement and the Plan, the vested Options may be exercised in
whole or in part by giving written notice to the Chief
Financial Officer of the Company at its corporate headquarters
prior to the Company’s close of business on the
Expiration Date, or if the Expiration Date is not a business
day, on the last business day that occurs prior to the
Expiration Date. Such notice shall specify the
number of Option Shares that the Participant elects to
purchase, and shall be accompanied by payment of the Exercise
Price for the Option Shares indicated by the
Participant’s election. Payment shall be by
cash or by check payable as directed by the Company, except as
may otherwise be permitted in accordance with such rules and
procedures, if any, as established by the Committee for such
purpose from time to time. The Options shall not be
exercisable if and to the extent the Company determines that
such exercise would violate applicable state or federal
securities laws or the rules and regulations of any securities
exchange on which the Company’s common stock is
traded. If the Company makes such a determination,
it shall use all reasonable efforts to obtain compliance with
such laws, rules and regulations. In making any
determination hereunder, the Company may rely on the opinion
of counsel for the Company.
(f)
No
Rights as Shareholder . The Participant
shall not have any rights of a shareholder with respect to the
Option Shares until a stock certificate has been duly issued
following exercise of the Options as provided
herein.
2.
Terms
of Performance Unit Award .
(a) Pursuant
to the Plan, the Company hereby grants the Participant, as of
the Grant Date, an Award of units representing of the right to
acquire ____ shares of the Company’s common stock (the
“ Performance
Units ”), which shall be subject to the terms and
conditions of the Plan and this Agreement, including the
vesting requirements specified in paragraph 3 of this
Agreement. The Performance Units may be settled
only in shares of the Company’s common
stock. The period from the Grant Date until such
Performance Units (or any applicable portion thereof) has
vested in accordance with paragraph 3 of this Agreement
shall be the Restriction Period applicable to such Performance
Units (or any applicable portion thereof).
(b) Until
the expiration of the applicable Restriction Period, the
Participant shall not have any rights of a shareholder with
respect to the Performance Units until a stock certificate has
been duly issued following issuance of the common stock
underlying the Performance Units upon expiration of the
applicable Restriction Period.
3.
Vesting
. Up to 1/3 of the to
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