SCBT FINANCIAL CORPORATION STOCK OPTION AGREEMENT
Exhibit
10.31
THIS
AGREEMENT,
made
this ______ day of _______________, 200__, by and between SCBT
Financial Corporation
(“Corporation”), a South Carolina corporation with its principal offices located
in Columbia, South Carolina, and ______________________________
(“Participant”).
WITNESSETH:
WHEREAS,
the
Corporation has adopted the 2004 SCBT Financial Corporation Stock Incentive
Plan
(the “Plan”); and
WHEREAS,
the
Committee under the Plan has determined that the Participant shall be granted
certain options under the Plan as an incentive to continue his or her
performance as an employee of the Corporation and/or its
subsidiaries.
NOW,
THEREFORE,
in
consideration of the foregoing and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Grant
of Option.
The
Corporation hereby grants to the Participant an option (“Option”) to purchase
_____________ shares of the Common Stock of the Corporation, upon the terms
and
conditions set forth below and in the Plan. The date of such grant is
_________________. The Option shall be [an
Incentive/a Non-Qualified]
Stock
Option.
2. Option
Price.
The
Option shall be exercisable at a price of _________________ ($__________) per
share.
3. Terms
of Purchase.
Purchase
of any shares pursuant to the Participant’s exercise of the Option shall be made
in accordance with the provisions of the Plan.
4. Period
of Option.
The
Option shall be exercisable over the period described below.
5. Vesting
and Expiration.
(a) Annual
Vesting.
Subject
to Section 5(c) of this Agreement, the Option shall be exercisable in accordance
with the limitations set forth below, unless an earlier expiration date shall
be
stated in the Option:
(i) The
Option
granted shall not be exercisable in whole or in part prior to one (1) year
from
the date of grant of the Option; and
(ii) A
maximum
of twenty-five percent (25%) of the Option shall become exercisable one (1)
year
following the date of grant of the Option; and
(iii) A
maximum
of fifty percent (50%) of the Option shall become exercisable two (2) years
following the date of grant of the Option; and
(iv) A
maximum
of seventy-five percent (75%) of the Option shall become exercisable three
(3)
years following the date of grant of the Option; and
(v) One
hundred percent (100%) of the Option shall become exercisable four (4) years
following the date of grant of the Option.
(b) Latest
Date of Exercise.
The
Option shall expire, and in no event shall any shares be available for purchase
hereunder, upon the earlier of (i) ten (10) years from the date of grant of
the Option, and (ii) (1) in the event of the Participant’s termination
of employment with the Corporation and its subsidiaries for any reason other
than death or disability, upon the expiration of three (3) months from the
date
of such termination, (2) in the event of the Participant’s termination of
employment by reason of his disability, upon the expiration of one (1) year
from
the date of such termination; or (3) in the event of the Participant’s
termination of employment by reason of his death, upon the expiration of two
(2)
years from the date of death. For purposes of the foregoing, the Participant
shall be deemed to be disabled if he is disabled as contemplated by Section
422(c)(6) of the Internal Revenue Code of 1986, as amended (or any successor
statute).
(c) Acceleration
of Earliest Date of Exercise.
The
Option shall become exercisable immediately prior to a Change of Control, as
that term is defined in the Plan.
(d) Prior
Outstanding Options.
This
Option is exercisable despite the existence of any other option which was
granted to the Participant, before the granting of this Option, and which
earlier option is for the purchase of shares in the Corporation.
6. Nontransferability.
The
Option is not transferable by the Participant, in whole or in part, to any
person, except by Will or by any applicable law of descent and distribution.
The
Option shall not be exercisable, in whole or in part, during the lifetime of
the
Participant by any person other than the Participant.
7. Construction.
This
Agreement shall be construed in accordance with the laws of the State of South
Carolina.
8. No
Contract of Employment.
Neither
this Agreement nor the Plan shall be construed to constitute an agreement or
understanding, expressed or implied, on the part of the Corporation or any
subsidiary to employ the Participant for any specified period and shall not
confer upon the Participant the right to continue in the employment of the
Corporation or any subsidiary, nor affect any right which the Corporation or
any
subsidiary may have to terminate the employment of the Participant.
9. Withholding.
As a
condition to the issuance of shares pursuant to any exercise of this Option,
the
Participant authorizes the Corporation and its subsidiaries to withhold, in
accordance with applicable law from any cash compensation payable to him, any
taxes required to be withheld as a result of such exercise or later disposition
of stock.
2
10. Legal
Restrictions.
This
Option may not be exercised if the issuance of shares pursuant to such exercise
would constitute a violation of applicable federal or state securities or other
law or regulation. The person exercising the Option, as a condition to such
exercise, shall represent to Corporation that the shares acquired thereby are
being acquired for investment and not with a present view to distribution or
resale, unless counsel for the Corporation is then of the opinion that such
representation is not required under the Securities Act of 1933 or any other
applicable law, regulation or rule of any governmental agency.
11. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the Participant
and
his heirs, and shall be binding upon the Corporation and its successors and
assigns.
12. Incorporation
of Plan.
This
Agreement is made pursuant to and is subject to the terms and conditions of
the
Plan, which terms and conditions are hereby incorporated by reference
herein.
IN
WITNESS WHEREOF,
the
Corporation, by its authorized representative, and the Participant do hereby
affix their signatures on the date first written above.
| ATTEST: |
SCBT
FINANCIAL CORPORATION
|
||
|
Corporate Secretary |
Name: Xxxxxx
X. Xxxx, Xx.
|
||
|
Title: President
and Chief Executive Officer
|
|||
|
Participant |
3
