Exhibit 99.3
FIRST AMENDMENT
TO
INCENTIVE STOCK OPTION AGREEMENT
Option No. 2005 - - 001
Granted: October 11, 2005
First Amendment to Incentive Stock Option Agreement (this
"First Amendment") dated as of July 17, 2006 by and between Coast
---------------
Financial Holdings, Inc., a Florida corporation ("Coast
-----
Financial"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Optionee").
--------- --------
PREAMBLE
WHEREAS, pursuant to an Incentive Stock Option Agreement,
dated as of October 11, 2005 ("Option Agreement"), the Optionee
----------------
was granted options (Option No. 2005 -- 001) to purchase shares
of common stock, $5.00 par value per share, of Coast Financial
under the terms and conditions set forth therein and under Coast
Financial Holdings, Inc. 2005 Stock Incentive Plan ("Coast
-----
Financial Stock Incentive Plan");
------------------------------
WHEREAS, the Optionee, a director and former officer of
Coast Financial, has tendered his resignation from his director
positions with Coast Financial and its direct or indirect
subsidiaries, under the terms of his Option Agreement the options
granted thereunder are scheduled to terminate three months
following the date of such resignation;
WHEREAS, Coast Bank of Florida, and the Optionee, Coast
Financial desires to revise the terms of the Option Agreement so
that such options do not terminate prior to their stated
expiration date due to the Optionee's resignation; and
WHEREAS, the parties here to now desire to amend the Option
Agreement on the terms and conditions set forth herein for the
purpose of making certain neutrally agreed revisions to the
Option Agreement;
NOW, THEREFORE, in consideration of the above and the mutual
representations, warranties, covenants, and agreements herein
contained, the parties hereby agree as follows:
1. Amendments to the Option Agreement. Section 3 of the
Option Agreement is hereby amended by deleting Section 3(c)
thereof in its entirety.
2. Defined Terms. All terms which are capitalized but are
not otherwise defined herein shall have the meanings ascribed to
them in the Option Agreement.
3. Inconsistent Provisions. All provisions of the Option
Agreement which have not been amended by this First Amendment
shall remain in full force and effect. Notwithstanding the
foregoing to the contrary, to the extent that there is any
inconsistency between the provisions of the Option Agreement and
the provisions of this First Amendment, the provisions of this
First Amendment shall control and be binding.
4. Counterparts. The First Amendment may be executed in
one or more counterparts, all of which taken together shall
constitute a single instrument. Execution and delivery may be by
facsimile transmission.
IN WITNESS WHEREOF, each of the parties has caused this
First Amendment to be executed on its behalf by their respective
officers thereunto duly authorized, all as of the date first
written above.
COAST FINANCIAL HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Compensation Committee
The Optionee acknowledges receipt of a copy of Coast
Financial Stock Option Plan and represents that he is familiar
with the terms and provisions thereof, and hereby accepts this
revised Option subject to all of the terms and provisions
thereof. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Board of Directors or the Committee upon any questions arising
under the Plan.
Dated: July 17, 2006 OPTIONEE: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Signature Page to Amendment No. 1
to 2005 Incentive Stock Option Agreement