Exhibit 10.2
TSFG STOCK OPTION PLAN
This TSFG Stock Option Plan (the
“Plan”) amends and restates the existing Third Amended
and Restated Stock Option Plan of The South Financial Group, Inc.
(the “Company”) in 1986, as it has been amended by
subsequent amendments.
The Plan is intended to serve as an
employment incentive to, and to encourage stock ownership by,
certain employees of the Company or any of its subsidiaries
(“Subsidiaries”), who are largely responsible for the
management growth and protection of the Company’s business
and who are making substantial contributions to the successful
growth of the Company.
It is contemplated that the
Company’s Board of Directors (the “Board”) and/or
Committee (as defined below) may utilize the availability of
options granted hereunder (“Options”) to fund other
compensation plans of the Company, subject, in all cases, to
compliance with the terms hereof and applicable law.
|
2.
|
ADMINISTRATION AND
DEFINITIONS
|
a. The
Plan shall be administered by the Compensation Committee of the
Board (the “Committee”), which shall be composed solely
of all members thereof who are “non-employee directors”
as defined in Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended, or any applicable successor rule or
regulation (“Rule 16b-3”). All authority of the Board
under the Plan may be exercised by the Committee.
b. The
Board or Committee shall have complete authority to: (i) interpret
all terms and provisions of the Plan consistent with law, (ii)
select from the group of officers and key employees eligible to
participate in the Plan the officers and key employees to whom
Options shall be granted, (iii) within the limits established
herein, determine the number of shares to be subject to Options and
the term of each Option granted to officers and key employees, (iv)
prescribe the form of instruments evidencing Options, (v) determine
the time or times at which Options shall be granted to officers or
key employees, (vi) determine the method of exercise of Options
granted to officers or key employees under the Plan, (vii) adopt,
amend and rescind general and special rules and regulations for the
Plan’s administration, and (viii) make all other
determinations necessary or advisable for the administration of
this Plan. The Board or Committee may designate selected Board or
Committee members or certain employees of the Company to assist the
Board or Committee in the administration of the Plan and may grant
authority to such persons to execute documents on behalf of the
Board or Committee, subject in each such case to the requirements
of Rule 16b-3. No member of the Board or Committee or employee of
the Company assisting the Board or Committee pursuant to the
preceding paragraph shall be liable for any action taken or
determination made in good faith.
c. For
purposes of this Plan, “Change of Control” and
“Disability” shall be the same as such terms are
defined from time to time in the Company’s Long Term
Incentive Plan.
d. The
Board or Committee may adopt a form of Option Award Agreement,
which may be amended from time to time, consistent with the terms
of the Plan.
|
3.
|
COMMON STOCK SUBJECT TO THE
PLAN
|
The stock subject to the Plan shall
be shares of the Company’s common stock, par value $1.00 per
share (“Common Stock”) authorized for issuance by the
shareholders of the Company but not issued at the time of the
grant, or shares of Common Stock which shall have been reacquired
by the Company. Subject to adjustment in accordance with the
provisions of Section 5 hereof, the total amount of the Common
Stock of the Company which may be issued pursuant to grants under
the Plan shall not exceed in the aggregate 5,200,000 shares. Any
shares subject to an Option, which Option for any reason expires or
is terminated unexercised as to such shares, may again be subjected
to an Option under the Plan. The Board or Committee will maintain
records showing the cumulative total of all shares subject to
Options outstanding under this Plan.
4.
GRANT OF OPTIONS
a.
Eligibility and Factors to be Considered in Granting Options
. The individuals who shall be eligible to participate in the Plan
shall be such employees as the Board or Committee shall determine
from time to time. However, participation shall be limited to those
officers and key employees of the Company or any of its
Subsidiaries who will have, or possess the potential of having, the
greatest impact on the Company’s long-term performance. No
member of the Board who is not an employee of the Company shall be
eligible to receive Options under this Plan. Options may be granted
under this Plan only for a reason connected with an officer’s
or key employee’s employment by the Company. In making any
determination as to the officers and key employees to whom Options
shall be granted hereunder and as to the number of shares to be
subject thereto,
the Board or Committee shall take
into account, in each case, the level and responsibility of the
person’s position, the level of the person’s
performance, the person’s level of compensation, the assessed
potential of the person and such additional factors as the Board or
Committee shall deem relevant to the accomplishment of the purposes
of the Plan. The Board or Committee may also utilize guidelines set
forth in other compensation plans of the Company in determining any
matters related to the grant of Options hereunder, provided that
the use of such guidelines comports with applicable law.
b.
Allotment of Shares . Options granted hereunder may, at the
discretion of the Board or Committee, be: (i) Options which are
intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended (the
“Code”), (ii) Options which are not intended so to
qualify under Section 422 of the Code, or (iii) both of the
foregoing, if granted separately, and not in tandem. Each Option
granted under this Plan must be clearly identified as to its status
as an incentive stock option or not. Options granted hereunder may
be allotted to participants in such amounts, subject to the
limitations specified in this Plan, as the Board or Committee, in
its sole discretion, may from time to time determine. In the case
of Options intended to be incentive stock options, the aggregate
Fair Market Value (determined at the time of the
Options&r
