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EXHIBIT 10.6
SARASOTA BANCORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") made and
entered into as of ________________________, by and between Sarasota
BanCorporation (the "Company") and ______________________ ("Employee");
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has adopted that
certain Stock Option Plan (the "Plan"), a copy of which is attached hereto as
Exhibit "A" and incorporated herein by reference. Pursuant to the terms of the
Plan, the Board of Directors has selected Employee to participate in the Plan
and desires to grant to Employee certain incentive stock options to purchase
shares of the Company's authorized $.01 par value common stock ("Stock"),
subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises, agreements
and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. INCORPORATION OF PLAN PROVISIONS
This Option Agreement is subject to and is to be construed in all
respects in a manner which is consistent with the terms of the Plan, the
provisions of which are hereby incorporated by reference into this Option
Agreement. Unless specifically provided otherwise, all terms used in this
Option Agreement shall have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Employee is hereby granted an incentive stock option to purchase ____________
shares of Stock, effective as of the date first written above. This stock
option is intended to be an Incentive Stock Option as provided in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
3. FAIR MARKET VALUE OF STOCK
The Board of Directors has determined, in good faith and in its best
judgment, that the fair market value per share of Stock as of the date this
incentive stock option is granted is $____________.
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4. OPTION PRICE
The Board of Directors has determined that the price for each share of
Stock purchased under this Option Agreement shall be $____________.
5. EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall
expire (to the extent not previously fully exercised) upon the first to occur
of the following:
(a) ____________ (the tenth anniversary of the Effective
Date);
(b) The date which is three (3) months following the date
upon which Employee ceases to be employed by the Company, or any Subsidiary of
the Company, otherwise than as a result of Employee's death, permanent and
total disability, or termination for Cause;
(c) The date which is the first anniversary of the date
upon which Employee ceases to be employed by the Company, or any Subsidiary of
the Company, by reason of Employee's death or permanent and total disability;
(d) The date upon which Employee ceases to be employed
by the Company, or any Subsidiary of the Company, if Employee has been
terminated for Cause; or
(e) The date upon which Employee ceases his employment
with the Company, or any Subsidiary of the Company, other than as a result of
Employee's death or permanent and total disability, with respect to any portion
of this option which is not then exercisable on the date Employee ceases her
employment with the Company.
6. EXERCISE OF OPTION
Unless options hereunder shall earlier lapse or expire pursuant to
Section 5 hereof, the option to acquire the aggregate number of ____________
shares under this option may be first exercised on the date hereof.
To the extent such options become exercisable in accordance with the
foregoing, Employee may exercise this incentive stock option, in whole or in
part from time to time. The option exercise price shall be paid by Employee in
cash. The aggregate fair market value (determined as of the time the option is
granted) of the shares with respect to which incentive stock options under the
Plan (and any other incentive stock option plans maintained by the Company and
its subsidiaries) are exercisable for the first time by any individual during
any calendar year shall not exceed $100,000.
7. MANNER OF EXERCISE
This incentive stock option may be exercised by written notice to the
Company specifying the number of shares to be purchased and signed by Employee
or such other person who may be entitled
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to acquire stock under this Option Agreement. If any such notice is signed by a
person other than Employee, such person shall also provide such other
information and documentation as the Board of Directors or the Committee may
reasonably require to assure that such person is entitled to acquire Stock
under the terms of the Plan and this Option Agreement.
8. RESTRICTIONS ON TRANSFERABILITY
The incentive stock option granted hereunder shall not be transferable
by Employee otherwise than by will or by the laws of descent and distribution,
and such incentive stock option shall be exercisable during Employee's lifetime
only by Employee.
9. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Employee acknowledges and understands that the Stock subject to this
Option Agreement is not registered under the Federal Securities Act of 1933, as
amended ("Federal Act") or under the Florida Securities Act, as amended ("State
Act"). Each option shall be subject to the requirement that if at any time the
Board of Directors shall determine, in its discretion, that the listing,
registration or qualification of the shares subject to such option upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue
or purchase of shares thereunder, such option may not be exercised in whole or
in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors. The costs of any such listing, registration,
qualification, consent or approval shall be paid by the Company. Alternatively,
the Company shall not permit any exercise of this stock option unless it
receives such representations, factual assurances, and legal opinions as it may
deem necessary to determine and document the availability of an exemption from
registration under both the Federal Act and the State Act with respect to any
particular issuance of shares under this Option Agreement. Further, the Board
of Directors shall require that Stock issued in respect of any exercise of this
stock option shall bear such restrictions on further transfer as shall be
necessary to insure the availability of any exemption so claimed.
10. REORGANIZATION AND RECAPITALIZATION
In the event that dividends are payable in Stock of the Company or in
the event there are splits, subdivisions or combinations of shares of Stock of
the Company, the number of shares available under the Plan shall be increased
or decreased proportionately, as the case may be, and the number of shares
deliverable upon the exercise thereafter of any option theretofore granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price.
In case the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or in case the property or
stock of the Company is acquired by another corporation, or in case of a
separation, reorganization, recapitalization or liquidation of the Company, the
Board of Directors of the Company, or the Board of Directors of any corporation
assuming the obligations of the Company hereunder, shall either (i) make
appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company,
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or of the merged, consolidated or otherwise reorganized corporation which will
be issuable in respect to the shares of Stock of the Company, provided only
that the excess of the aggregate fair market value of the shares subject to
option immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the shares
subject to option immediately before such substitution over the purchase price
thereof or (ii) upon written notice to the optionee provide that the option
(including, in the discretion of the Board of Directors, any portion of such
option which is not then exercisable) must be exercised within sixty (60) days
of the date of such notice or it will be terminated.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer of
the Company, and Employee has executed this Option Agreement as of the date
first above written.
SARASOTA BANCORPORATION
By:
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Title:
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ATTEST:
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Secretary or Assistant Secretary
EMPLOYEE
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