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UNITED COMMUNITY BANKSHARES OF FLORIDA, INC.
OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN
As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary:
(a) “Board” or “Board of Directors” shall mean the board of directors of the Company.
(b) “Change of Control” shall mean (i) the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”), provided, however, that any acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Company Voting Securities shall not constitute a Change of Control; or (ii) approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the beneficial owners of the Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.
(c) “Code” shall mean the Internal Revenue Code of 1986, as amended, unless otherwise specifically provided herein.
(d) “Company” shall mean United Community Bankshares of Florida, Inc., a Florida corporation, and its successors.
(e) “Employee” shall mean any individual who is employed with the Company or any of its Subsidiaries as an officer or employee.
(f) “Incentive Stock Option” shall have the meaning given to it by Section 422 of the Code.
(g) “Nonstatutory Stock Option” shall mean any Option granted by the Company pursuant to this Plan which is not an Incentive Stock Option.
(h) “Option” shall mean an option to purchase Stock granted by the Company pursuant to the provisions of this Plan.
(i) “Option Price” shall mean the purchase price of each share of Stock subject to Option, as defined in Section 5.2 hereof.
(j) “Optionee” shall mean an Employee who has received an Option granted by the Company hereunder.
(k) “Plan” shall mean this United Community Bankshares of Florida, Inc. Officers’ and Employees’ Stock Option Plan.
(l) “Service” shall mean the tenure of an individual as an Employee of the Company or any of its Subsidiaries.
(m) “Stock” shall mean the common stock of the Company, par value $.01 per share, or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different class of stock or securities of the Company or some other corporation, such other stock or securities.
(n) “Stock Option Agreement” shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Stock pursuant to the Plan.
(o) “Stock Option Committee” shall mean the committee administering the Plan, pursuant to Article III hereof.
(p) “Subsidiary” shall mean any corporation or other entity which qualifies as a subsidiary of a corporation under the definition of “subsidiary corporation” contained in Section 424(f) of the Code.
2.1 Name. This plan shall be known as the “United Community Bankshares of Florida, Inc. Officers’ and Employees’ Stock Option Plan.”
2.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its shareholders by affording to Employees an opportunity to acquire or increase their proprietary interest in the Company by the grant of Options to such Employees under the terms set forth herein. By encouraging such Employees to become owners of Stock of the Company, the Company seeks to motivate, retain, and attract those highly competent individuals upon whose judgment, initiative, leadership, and continued efforts the success of the Company and its Subsidiaries in large measure depends.
2.3 Effective Date. The Plan shall become effective on December 13, 2002 (which is the same date the Plan was adopted by the Company’s shareholders and Board of Directors).
2.4 Participants. Only Employees of the Company and its Subsidiaries shall be eligible to receive Options under the Plan.
3.1 Stock Option Committee. This Plan shall be administered by the Board of Directors of the Company or such other committee as the Board may from time to time determine (the “Stock Option Committee”).
3.2 Power of the Stock Option Committee. The Stock Option Committee shall have full authority and discretion: (a) to determine, consistent with the provisions of this Plan, which of the Employees will be granted Options to purchase any shares of Stock which may be issued and sold hereunder as provided in Section 4.1 hereof, the times at which Options shall be granted, and the number of shares of Stock covered by each Option; (b) to determine the Option Price (subject to Section 5.2 hereof) and other terms and provisions of each respective Stock Option Agreement, which need not be identical; (c) to determine whether the Options granted pursuant to this Plan shall be Incentive Stock Options or Nonstatutory Stock Options; (d) to construe and interpret the Plan; and (e) to make all other determinations and take all other a